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(영문) 서울중앙지방법원 2019.12.20 2018가합550218

회사에 관한 소송

Text

1. The issuance of 200,000 common shares per par value of 500 won by the Defendant on January 30, 2018 must be null and void.

2. The costs of lawsuit shall be.

Reasons

1. Basic facts

A. The Defendant is a company established on November 4, 2015 for the purpose of running information and communications services using computers and communications equipment.

At the time of establishment, the defendant's total number of shares to be issued was 800,000 shares, total number of shares was 200,000 shares, and capital was 100,000 won.

Of the defendant's shares 200, C, the only in-house director of the plaintiff and C, each of 66,667 shares, and D, a resident of the United States, held 6,66 shares, respectively.

B. A resolution of a special general meeting of shareholders dated December 8, 2017 1) The Defendant is the Seoul Gangnam-gu E building and the temporary general meeting of shareholders in F (hereinafter “instant general meeting of shareholders”) from around 09:00 to around 09:10 on December 8, 2017.

The general meeting of shareholders of this case held the Defendant’s three shareholders, and the Defendant attended only C with the Defendant’s three shareholders. The Defendant’s general meeting of shareholders of this case modified the articles of incorporation regarding the total number of shares to be issued and preemptive rights to new shares (hereinafter “instant amendment resolution”).

(3) A resolution was made to appoint G and H as an internal director of the Defendant (hereinafter collectively referred to as the “resolution of each general meeting of shareholders of this case”) with the total number of outstanding shares as 10,526 shares, the capital amount as 5,263,00 won, respectively.

(2) Of the contents of the Defendant’s articles of incorporation changed by a resolution to amend the articles of incorporation, the part relating to preemptive rights is as follows.

Article 10 of the Articles of Incorporation after the amendment of the articles of incorporation before the amendment shall have the right to receive allotment of new shares in proportion to the number of shares owned by shareholders in the issuance of new shares, except as otherwise provided for in the articles of incorporation in order to achieve management objectives of the company, such as introduction of new technologies

Provided, That the method of disposal shall be determined by the resolution of the board of directors where a shareholder renounces or loses preemptive rights or where a single share occurs in allocating new stocks.

(1) Shareholders of this company shall allocate new shares in proportion to the number of shares they own in issuing new shares.