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(영문) 서울남부지방법원 2015.01.16 2014가합102174

주주총회결의부존재확인의소

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1. There is no resolution on the agenda indicated in the separate sheet at the special shareholders' meeting on November 20, 2008 by the defendant.

Reasons

1. Basic facts

A. C Co., Ltd. (hereinafter “C”) established on August 5, 2004 (hereinafter “C”) became the largest shareholder of the Defendant by acquiring 1.8 million shares out of 3,424,00 shares of the Defendant’s shares during the capital increase procedure for issuing new shares on October 14, 2004. < Amended by Act No. 7890, Mar. 24, 2006>

B. On November 20, 2008, when the representative director E’s term expires, the Defendant convened a temporary general shareholders’ meeting (hereinafter “general shareholders’ meeting of this case”) on November 20, 2008, dismissed directors F from the attached list under the attendance of C’s sole attendance. The Defendant appointed E, E, E’s father, G, and H as the Defendant’s director, and made a resolution to appoint J as the Defendant’s successor to the audit who was retired at the expiration of the term of office (hereinafter “the resolution of this case”). On the same day, E again assumed office for the Defendant’s representative director.

C. The Plaintiff holds 548,931 shares among the Defendant’s shares.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 4, Eul evidence Nos. 8 and 19 (Evidence Nos. 1, 2, 4, 8 and 19, hereinafter the same shall apply), the purport of the whole pleadings

2. The parties' assertion

A. The plaintiff's assertion C is the subsidiary of the defendant's own shares that the defendant invested in full capital. Since the defendant acquired 1.8 million shares of the defendant through C, the above shares are limited to voting rights.

However, the defendant held the general meeting of this case without a notice of convening other shareholders, and only C with no voting right appeared and passed the resolution of this case. Thus, the resolution of this case is so serious that there is no significant defect.

B. The Defendant’s assertion 1 E stated that C is the Defendant’s subsidiary in the relevant criminal case procedure, but it is merely a false statement in order to escape criminal punishment.

E, J, H, and K have lent their capital from a certified judicial scrivener of J's friendship, and 2,780,500 won of the costs of a certified judicial scrivener required in the course of its establishment was loaned from Samhovas Co., Ltd.

Therefore, the defendant shall be C's.