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(영문) 서울고등법원 2012.06.22 2012나3878

주권반환 등

Text

1.(a)

Of the judgment of the first instance court, the part of the claim for nullification of the issuance of new stocks to Defendant H is revoked.

(b)in this case;

Reasons

1. Basic facts

A. The status of the party is that the Plaintiff owned shares issued by Defendant H (hereinafter “Defendant Company”). Defendant D is a person who held office as the representative director of the Plaintiff. Defendant E is a person who held office as the Plaintiff’s auditor, Defendant F’s children, and Defendant G’s wife.

The defendant company is a company established for the purpose of real estate rental business.

B. (1) Around December 2009, the Plaintiff owned 94,600 shares issued by the Defendant Company (the total shares issued by the Defendant Company were 110,00 shares, and the shares owned by the Plaintiff constituted 86% of them; hereinafter “instant shares”). At the time, the Defendant Company had a poor financial structure, such as the cumulative business operator reached 30.5 billion won and exceeds its liabilities.

(2) On December 6, 2009, the Plaintiff held a general meeting of shareholders and the board of directors respectively. The general meeting of shareholders and the board of directors adopted a resolution to the effect that Defendant D, who held office as the representative director at the time of the Plaintiff, delegated all the powers concerning the disposal of the Plaintiff’s assets including

(3) Around February 2010, Defendant D transferred 3,300 shares of the instant shares to Defendant E, 26,400 shares to Defendant F, and 26,400 shares to Defendant G, respectively, according to the resolution of the board of directors of the instant general meeting of shareholders.

(hereinafter referred to as “transfer of shares”) C.

The Defendant Company issued new shares of the Defendant Company on February 18, 2010 and allocated them to Defendant D, E, F, and G, each of which was recorded as shareholders in the shareholder registry at the time of the issuance of new shares (hereinafter “instant new shares”). Accordingly, the total shares issued by the Defendant Company became 170,000 shares.

[Grounds for Recognition] Unsatisfy, Gap evidence 1, 2, Gap evidence 3, and Gap.