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(영문) 수원지방법원 2019.11.06 2018가합2892

주주총회결의부존재확인등

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1. All of the instant lawsuits are dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The Plaintiff, the only internal director of the Defendant, was appointed on September 1, 2015, and his term of office expired on September 10, 2018.

B. On June 14, 2017, the Defendant’s auditor D (hereinafter “E”) entered into a share transfer agreement with the Plaintiff on the acquisition of 17,500 shares (25%) issued by the Defendant from the Plaintiff, and the transfer of ownership was completed. According to the share transfer agreement, the Plaintiff was required to delegate D’s authority as its internal director and obtain prior consent from all shareholders including the Plaintiff.

C. On September 7, 2018, D issued a notice of convening a temporary general meeting of shareholders for the purpose of the meeting with respect to the Defendant’s shareholders to appoint internal directors and issue new shares.

Therefore, on September 16, 2018, the Plaintiff expressed his/her intent not to explicitly consent to capital increase with capital increase. However, D’s intent to force the above temporary shareholders’ meeting was defective, and on September 19, 2018, the Plaintiff sent to E a content-certified mail indicating his/her intent to cancel the above share transfer contract on the ground of the breach of duty to obtain the prior consent of all shareholders as to capital increase with capital increase, and around that time, the said content-certified mail was served to E.

At the temporary general meeting of shareholders held on September 22, 2018, at the meeting of shareholders held on September 22, 2018, a resolution was made to appoint C as a defendant's internal director with the consent of all shareholders present at the meeting of shareholders who hold at least 75% of the total number of shares issued by the defendant, such as F (21,00, 30%), E (17,500, 25%), G (7,000 shares, 10%) and H (7,000 shares, 10%) and H (10%).

(hereinafter “Special shareholders’ meeting of this case”). (e)

The plaintiff raised an objection against the resolution of the above provisional shareholders' meeting and filed the lawsuit in this case, D and F, a shareholder of the defendant, filed a motion with the Suwon District Court to appoint the defendant's provisional director, and the Suwon District Court on February 19, 2019.