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(영문) 부산지방법원동부지원 2013.01.18 2012가합3196

주주총회결의부존재확인

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1. A resolution of the general meeting of shareholders on the dismissal and appointment of the directors of Defendant D Co., Ltd. on June 28, 2012 should be nonexistent.

Reasons

1. Basic facts

A. Defendant D Co., Ltd. (hereinafter “Defendant Co., Ltd.”) is a corporation established for the purpose of housing construction business, real estate development business, etc., and Plaintiff A is a representative director of Defendant Co., Ltd. on June 20, 201, and Plaintiff B was an internal director of Defendant Co., Ltd. on May 4, 2012.

B. The total number of shares issued by the Defendant Company held 10,000 common shares (the par value per share is KRW 10,000), and as of April 18, 2012, Plaintiff C held 4,000 common shares (the share ratio is 40%), E, and F respectively 3,00 shares (the share ratio is 30%).

C. G asserted that “A, the representative director of the Defendant Company, who was taken over the shares of the Defendant Company from E and F, requested the Plaintiff to convene a general meeting of shareholders for the purpose of appointing and dismissing directors, but the Plaintiff A refused to comply with this request.” On June 15, 2012, G filed an application for permission to convene a general meeting of shareholders with the Busan District Court Branch Branch of Dong Branch of the Busan District Court (2012BF) and received a decision from the court to grant a temporary general meeting of shareholders.

G around June 18, 2012, around June 18, 2012, sent a notice of convening a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) with the following contents to Plaintiff A:

1. Date: 11:00 Maz. on June 28, 2012;

2. Place: 28, 1305, 000,000 Busan So-gu court.

3. Bills: The time when the general meeting of shareholders for the dismissal of directors and the appointment of directors is required to be held accurately at the time of the regular meeting is to be strictly observed.

E. On June 28, 2012, G held a general meeting of shareholders on June 28, 2012, and dismissed Plaintiff A and Plaintiff B from office, and passed a resolution to appoint Plaintiff A and Plaintiff B as a director, and appointed Plaintiff H, I, G, J, K, L, and M.

“The minutes of the shareholders’ meeting were prepared. On June 28, 2012, Plaintiff A was appointed as internal director and representative director, Plaintiff B was dismissed as internal director, and H was completed registration of change of executive officer of Defendant Company’s internal director and representative director, I, G, J, K, L, and M as internal director.

(f) on December 2012