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(영문) 부산지방법원 2014.10.16 2014가합2764

주주총회결의부존재확인 등

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1. Defendant B’s temporary shareholders’ meeting held on July 17, 2013, as company directors, and as of August 19, 2013.

Reasons

1. Basic facts

A. The Defendant Company B (hereinafter “Defendant Company”) is a company whose main business is to build landscaping planting and landscaping facilities, and the Plaintiff is a inside director of the Defendant Company and a shareholder holding 20,000 shares out of the total number of shares issued by the Defendant Company.

B. On July 17, 2013 and August 19, 2013, the Defendant Company: “The representative director of the Defendant Company opened a special general shareholders’ meeting on July 17, 2013, and the Plaintiff resigned from the representative director, and made a resolution appointing F as the representative director and the inside director and the Defendant C as the inside director,” prepared the extraordinary shareholders’ meeting minutes with the purport that “The registration of alteration was made based on the above extraordinary shareholders’ meeting minutes.”

In addition, on August 19, 2013, the Defendant Company prepared the minutes of the extraordinary general meeting of shareholders stating that “F, the representative director of the Defendant Company, opened a special general meeting of shareholders and passed a resolution to appoint D as an inside director,” and on the same day, prepared the minutes of the board of directors stating that “F, on August 19, 2013, passed a resolution to resign from the representative director and appoint D as the representative director.” On August 20, 2013, the said minutes of the extraordinary general meeting of shareholders and the minutes of the board of directors were registered to that effect.

In addition to the special shareholders' meeting as of July 17, 2013 and the special shareholders' meeting as of August 19, 2013, "the general shareholders' meeting as of August 19, 2013" of this case.

(C) However, at the time of each of the instant shareholders’ list, the respective shareholders’ meeting of the Defendant Company was registered as a shareholder by the Plaintiff (20,000 shares, 50.0%), G (10,908 shares, 27.27%), H (3,636 shares, 9.09%) I (3,636 shares, 9.09%) and J (1,820 shares, and 4.55%). [Grounds for recognition: facts without dispute; evidence Nos. 1, 2, 5, 1, 2, and 3 are numbers.