주주총회결의무효확인
1. The plaintiff's appeal is dismissed.
2. The costs of appeal shall be borne by the Plaintiff.
Purport of claim and appeal
The first instance court.
1. Basic facts
A. The Defendant held 120,000 shares (hereinafter “D”) and 180,000 shares (60%) among the Defendant’s total number of outstanding shares (one share amount is KRW 10,000) and D Co., Ltd. (hereinafter “D”), respectively, as a company aimed at manufacturing, processing, and selling various kinds of rubber and special rubber products.
B. On December 30, 2013, a day before the closing date of the Defendant’s shareholder registry, the Plaintiff transferred 400 shares out of the Defendant’s registered ordinary shares owned by T to U, V, W, and X, respectively, to 100 shares, respectively. T, U, V, W, and X sent a written request for transfer of a title to the Defendant, stating the purport of claiming the transfer of a title to each of the above shares that the Plaintiff acquired from the Plaintiff on the same day, by content-certified mail, and the transfer was completed upon arrival of the written request to the Defendant on December 31, 2012.
C. On December 31, 2013, D paid 200 shares of registered ordinary stocks owned by D (hereinafter “instant shares”) to the Defendant as of December 31, 2013, “E, F, G, H, I, J, K, L, M, N,O, P (hereinafter “E, etc.”) each of 200 shares as part of the annual bonus as of December 31, 2013, and as of December 31, 2013, D sent to the Defendant an official document stating that “A request a change of entry into the register of shareholders as of December 31, 2013.”
On December 31, 2013, the closing date of the register of shareholders, the Defendant completed the transfer process following the transfer of shares by the Plaintiff and D, and prepared the register of shareholders as indicated in the following table.
On March 28, 2014, the Defendant’s regular general meeting of shareholders (hereinafter “instant general meeting of shareholders”) holding the audit election, etc. as an agenda item, D recommended C as a candidate for each audit, and the Plaintiff recommended Y as a candidate for each audit. The shareholders listed in the register of shareholders (hereinafter “instant resolution”) made a resolution of election of C as the Defendant’s audit (hereinafter “instant resolution”).
Any shareholder who holds shares in excess of 3/100 of the total number of issued and outstanding shares, excluding nonvoting shares, shall be so.