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(영문) 서울고등법원 2018.06.07 2016나2025919
주주총회결의 취소의 소
Text

1. Revocation of the judgment of the first instance against the plaintiff.

2. The plaintiff's lawsuit of this case is dismissed.

3. The total cost of the lawsuit.

Reasons

1. Basic facts

A. 1) The Defendant is a company that mainly runs the production and sales business of the electronic organizations and related organizations, and is listed on the Korea Exchange Stock Exchange. 2) The Plaintiff holds 7,104,283 shares of the Defendant (10.26% of the total number of the Defendant’s shares).

B. Resolution 1 on the appointment of internal directors against the Intervenor joining the Defendant (hereinafter “instant general meeting of shareholders”) held on March 30, 2015 as the term of office of internal directors of the Intervenor joining the Defendant expires as of March 30, 2015 (hereinafter “instant general meeting of shareholders”).

(2) On March 30, 2015, the general meeting of shareholders of this case, held on March 30, 2015, a general meeting of shareholders of this case, in which the Intervenor joining the Defendant (the proposal No. 4) is selected and appointed as an internal director, and the Defendant’s Intervenor’s Intervenor’s case (the proposal No. 4 above) was adopted.

(hereinafter referred to as “instant resolution”). C.

Article 22 (Term of Directorship) (1) The term of office of director shall be three years.

However, if the term of office is terminated before the general shareholders' meeting is closed in respect of the last period for the settlement of accounts, the term shall be extended until the closing of the general meeting.

The defendant's articles of incorporation stipulate the term of office of directors as follows:

【Ground for recognition】 The fact that there has been no dispute, entry of Gap 2-5's evidence, purport of whole pleading

2. Judgment on the Defendant’s defense prior to the merits

A. Although the Defendant alleged that the Plaintiff’s defense prior to the merits should be revoked due to the defect in the resolution that appointed the Defendant’s Intervenor as the director of the Defendant’s Intervenor, there is a defect in the resolution of this case.

Even if the term of office of the director of the Intervenor joining the Defendant on March 30, 2018, the Defendant asserted on March 20, 2018 that “the term of office of the director of the Intervenor joining the Defendant expires on March 23, 2018,” but the term of office of the Intervenor joining the Defendant’s written submission as of April 4, 2018.

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