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| TITLE | Supreme Court Decision 2010Da13541 Decided June 24, 2010 [Confirmation of Nullity of Resolution of Shareholders' General Meeting, etc.] [full Text] |
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| Summary | |
| [1] Legislative purport of Article 383 (3) of the Commercial Act providing that the term of office of directors may be extended by the articles of incorporation up to the closing of the general shareholders' meeting convened with regards to the last period for the settlement of accounts within their term of office and whether that provision applies where the director's term of office expires between the last day of the period for the settlement of accounts and the beginning of the regular general shareholders' meeting (affirmative) [2] The validity of a resolution of shareholders' general meeting convened without a convocation decision of the board of directors [3] Where director Gap who retired after the term of office expired convened the meeting of the board of directors where Gap, director Eul and director Byung who retired after the term of office expired attended, the resolution was adopted which dismissed Jeong from the position of representative director and appointed Gap as representative director. In the shareholders' general meeting that Gap promptly convened, Gap, Eul and Byung attended as shareholders and the resolution was adopted which dismissed Jeong from the position of director and Gap and Mou were appointed as directors. The case held that the above resolution of the board of directors was void since it violated the convocation procedure and quorum for resolution under the articles of incorporation, and the above resolution of the shareholders' general meeting was adopted in the shareholders' general meeting convened by an unauthorized person without the convocation decision of the board of directors, and that such defect is so significant that the resolutions do not exist legally | |
