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(영문) 서울중앙지방법원 2017.11.23 2017가합27100
주주총회결의무효확인의 소
Text

1. The plaintiff's primary and conjunctive claims are all dismissed.

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

Reasons

1. Basic facts

A. On March 29, 2014, the Defendant is a stock company with the purpose of cash, securities, important documents, expenses incurred in transporting, storing, and managing valuables, and the Plaintiff was appointed as a director (hereinafter “standing director” in the Defendant’s articles of incorporation and the Defendant’s inside, but this appears to mean a director under the law, barring any special circumstance; hereinafter “in-house director”) and the representative director, and on March 29, 2017, the term of office of the director was expired when the latter representative director was not elected.

B. On April 18, 2017, the Defendant held the board of directors No. 28-5 (hereinafter “the board of directors of this case”) and resolved to hold a provisional shareholders’ meeting on May 4, 2017.

Accordingly, on April 19, 2017, the Plaintiff notified the Defendant’s shareholders of “B (State 28 Provisional General Meeting Notice”) of the resolution subject to the meeting, which is the subject of the meeting: (a) the case of appointment of executive officers, and (b) the case of the amendment of the articles of incorporation (hereinafter “instant notice”); (b) the instant notice was made in writing; and (c) the specific details are as follows.

Cases of appointment of officers

1. The current executive officer of a high-level third-party executive director who has been appointed as a member of the board of directors for resolution:

3. Reference-Related Provisions: A company shall have at least one standing director, at least two non-standing directors, and one standing auditor at a general meeting of shareholders, who shall be appointed at the general meeting of shareholders under Article 20.

Amendment of the Articles of Incorporation

1. Descriptions of the appointment of the articles of incorporation subject to a resolution are as follows: 2. Comparison table of the amendments to the articles of incorporation and to the structures;

3. Reference-Related Provisions: Any amendment of the articles of incorporation of Article 37 of the company or Article 37 of the articles of incorporation shall be subject to a special resolution of the general meeting of stockholders, and the consent of two thirds of the voting rights of the stockholders present and one third of the total number of issued and outstanding stocks.

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