회사에 관한 소송
1. On April 4, 2016, the Defendant’s division and merger of the electrical construction business, which is a part of the business of C, becomes null and void.
The Plaintiff’s shareholder and auditor of C (hereinafter “C”) and the Defendant and C enter into a merger agreement with the Defendant on March 31, 2016 by dividing the electrical construction business, which is part of C’s business, into a merger agreement with the Defendant, and completed the registration of each of the above merger after division (hereinafter “instant division and merger after division”) on April 4, 2016, and C did not follow the procedures for convening a general meeting of shareholders for approval of the written agreement of the merger after division and merger, and C’s failure to follow the procedures for convening a general meeting of shareholders for approval of the written agreement of the merger after division and merger in the process of the instant merger after division and merger, or recognized by comprehensively taking account of the following facts: (i) the parties
According to the above facts, the merger of this case was conducted without a resolution of the general meeting of shareholders under Articles 530-3(4) and 363 of the Commercial Act and without a resolution of the general meeting of shareholders under Articles 530-3(1) and (2) and 434 of the Commercial Act. Thus, the merger of this case is null and void, and C’s shareholder and auditor may seek confirmation of invalidity under Articles 530-11(1) and 529 of the Commercial Act.
Therefore, the plaintiff's claim shall be accepted for the reasons and it is so decided as per Disposition.