주주총회결의무효확인
The plaintiffs seek confirmation of the absence of each resolution in the separate sheet No. 2 and No. 3 of the plaintiffs' primary claim part.
Basic Facts
At the time of May 16, 2014, the defendant is a corporation that runs the business of operating Chinese Language Institutes (Evidence 1 of A). At the time of May 16, 2014, the plaintiffs held 50,000 shares issued by the defendant among the total 5,00,000 shares issued by the defendant, the plaintiff Eul held 175,00 shares for the plaintiff Eul, the 150,000 shares for the plaintiff Eul, the 150,000 shares for the plaintiff Eul, the 50,000 shares for the plaintiff Eul, the 77,500 shares for the plaintiff F, and the 10,00 shares for the plaintiff Eul.
(No. 6). At the time of May 16, 2014, the defendant's internal directors were I and J, and I were currently in office as representative director.
K Co., Ltd. (hereinafter “K”) of the Agreement on Reduction of Capital and Issuance of New Shares (hereinafter “K”) held the Defendant’s claim for KRW 9,174,018,138 and damages for delay thereof, around April 2013.
(B) On April 21, 2014, the major shareholder L and K in the Defendant’s major shareholder L and K enter into an agreement with the Defendant as follows: “K invests part of the bonds held by the Defendant and made it possible for K to hold 70% of the shares of the Defendant after reduction of 1/10.”
(A) The management participation and mutual cooperation (1) between “A” (K) and “B (L)” (referring to “A” and “B”) are mutually aware that all interested persons should make their best efforts for the rehabilitation of “A” (referring to Defendant) whose financial status has deteriorated, such as capital erosion, and for the stabilization of the financial structure of “A”, “A” shall take part in the management of “B”.
2. The merger implementation “B” will complete the merger implementation within the shortest period permitted under the Commercial Act with “B” and “H” corporation for the normalization of management of “B” on the responsibility of “B”.
3. The term "B" shall constitute a board of directors only for the directors recommended by "A" and shall implement the procedure for convening a board of directors within the shortest period permitted by the Commercial Act for the appointment of auditors.
The composition of the board of directors shall be 7:3 as much as the shares of "A" and "B" are held.
A shall have the right to designate a representative director.
4. Procedures for conversion into investment.