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(영문) 서울고등법원 2016.05.27 2016나2000569
주주총회결의취소
Text

1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

The purport of the claim and appeal is the purport of the appeal.

Reasons

1. Basic facts

A. The Defendant’s representative director C is the largest shareholder holding approximately 51% of the total number of shares issued by the Defendant, 500,000 shares, 253,799 shares, and has been managing the Defendant for a period of 40 years.

As of July 1, 2013, the Plaintiff served as the Defendant’s managing director from July 1, 2013 to the Defendant’s managing director, from September 2, 2013 to July 25, 2014. The Plaintiff is a shareholder holding 5,426 shares, which are 1.08% of the total number of shares issued by the Defendant.

B. On July 25, 2014, the Defendant made a resolution to dismiss the Plaintiff from office as an internal director at the temporary general meeting of shareholders on July 25, 2014, and to appoint D and E as an internal director.

After that, D was appointed on February 10, 2015 by the defendant's representative director.

C. On March 4, 2015, the Defendant made a resolution on each agenda indicated in the separate sheet (hereinafter “each of the instant resolutions”) including the content of re-election C, D, and E as an internal director at a regular general meeting of shareholders held on March 4, 2015 (hereinafter “instant general meeting of shareholders”).

[Ground of recognition] Facts without dispute, Gap evidence 1, 2, 3, Gap evidence 5-1, 2, Eul evidence 1-1, 2, 8, 9

2. Determination on the cause of the claim

A. The gist of the Plaintiff’s assertion is that C’s exercise of voting rights at the general meeting of shareholders of this case, which is the largest shareholder holding approximately 51% of the total number of the Defendant’s outstanding shares, is invalid, since C had the capacity to perform his/her duties due to severe dementia at the general

Therefore, each resolution of this case should be revoked because it constitutes a defect in the method of resolution.

B. Determination 1) The written evidence Nos. 6, 11, 12, 14, and 10-1, 2, 3, and 15-1 and 2 of Gap evidence Nos. 6, 11, 12, and 10-1, 15-2 are insufficient to acknowledge that Eul had a state of office capacity at the time of the general meeting of shareholders as alleged by the plaintiff, and there is no other evidence to acknowledge it. 2) Rather, in light of the following various circumstances acknowledged by comprehensively considering the overall purport of the pleadings in the written evidence Nos. 13, 15, and 16, C shall have a normal mental capacity at the time

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