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(영문) 서울중앙지방법원 2017.12.21 2017가합550662

임시주주총회결의무효확인등

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1. Each of the plaintiffs' primary claims is dismissed.

2. A resolution of a special general meeting of shareholders listed in the Defendant’s attached list.

Reasons

1. Basic facts

A. 1) The defendant is a stock company with the purpose of real estate leasing business, and is issued 440,000 common shares with a face value of 500 won per share. 2) The plaintiffs own 23,452 shares issued by the defendant, and the plaintiff B own 123,20 shares issued by the defendant, respectively, and the plaintiffs own 33.33% [(23,452 shares) ± 440,00 shares x 100 shares issued by the defendant. 293,348 shares with a face value of 500 won per share as the defendant's representative director.

B. Around June 21, 2017, the Defendant issued a notice of convening a temporary general meeting of shareholders to the Plaintiffs, with the following contents:

Notice to convene a temporary general meeting of the defendant - Resolution to reduce capital due to managerial reasons (referring to consolidation of shares): 10:00 a.m. on July 10, 2017 - Place of the general meeting: Seocho-gu Seoul E building, 508 - General meeting agenda:

1. Determination on whether the defendant's capital has decreased

C. On July 10, 2017, the Defendant held a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) following the resolution on the reduction of capital. Only D attended the said general meeting of shareholders and passed a resolution on the reduction of capital to consolidate the Defendant’s 10 share of shares with D’s consent (hereinafter “the reduction of capital”).

The Defendant did not notify the Plaintiffs after the resolution of the general meeting of shareholders in this case, and completed the registration by changing the amount of capital to “44,000,000 won” each of the “44,000 shares issued and common shares” on July 12, 2017 without going through the Defendant’s demand or public notice procedure to submit an objection to the Eth Savings Bank, Eth Savings Bank, which is the creditors, and the Savings Bank, etc.

[Grounds for Recognition] deemed confession (Article 150 (3) and (1) of the Civil Procedure Act)

2. Summary of the plaintiff's assertion

(a) the primary features;