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(영문) 대전고등법원 (청주) 2017.01.10 2015나961

주주총회결의무효확인

Text

1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1...

Reasons

1. Basic facts

A. The defendant is a corporation (the representative director C at the time of its incorporation) which runs the leisure ground development business, etc. established on October 23, 200, and the plaintiff is a representative liquidator appointed at the same time as the defendant's dissolution by a resolution of the general meeting of shareholders as of April 17, 2009.

B. The number of shareholders and the number of shares on the Defendant’s shareholder registry as of 2002 as of July 20, 2002 are as follows. G acquires 119,272 shares from C on July 20, 202, and the number of shares on the Defendant’s shareholder registry was 195,469 shares (=76,197 shares 119,272 shares).

According to the records in evidence No. 12-7 of the shareholder registry held on October 22, 2003 (Evidence No. 9) 1 C 119,272 G 76,197,4693 H 12-7 of the shareholder registry held on October 23, 2003, H indicated that H transferred 37,599 shares of the defendant to N on October 23, 2003. However, according to the records in the shareholder registry as of October 22, 2003, the shareholder registry stated that N owned 37,59 shares of the defendant on October 22, 2003, it appears that H and N were transferred and acquired before October 22, 2003.

37,599 37,59 4 I 32,292 32,292 5 E 8,400 8,400 6 J 2,154 2,154 7 K 2,154 2,154 2,154 8 L 1,176 1,176 1,176 9 M 756 280,000,00

C. A total of 84,531 shares (i.e., 37,599 shares 32,292,8,400 shares 2,154 shares 2,154 shares 1,176 shares) of the Defendant’s shares was transferred to the Plaintiff on October 23, 2003.

As of August 4, 2014, the Defendant’s special shareholders’ meeting held on February 13, 2014 (hereinafter “instant special shareholders’ meeting”), the Cheongju District Court 2014 non-conforming5 applied for the Defendant’s temporary shareholders’ meeting. On May 29, 2014, the Defendant’s temporary shareholders’ meeting held on August 4, 2014 (hereinafter “instant temporary shareholders’ meeting”) was decided to grant permission from the above court. Accordingly, the Defendant’s temporary shareholders’ meeting held on August 4, 2014 (hereinafter “instant temporary shareholders’ meeting”) appointed C, D, and E as directors for each internal shareholders’ meeting and F as auditors, and the Defendant’s resolution to continue to continue to exist.