A. On January 24, 200, the Defendant held 10,000 shares issued as a company established on January 24, 200 for accommodation business (former trade name: C Co., Ltd.) and held 6,00 shares, and 4,00 shares, E respectively.

B. On March 7, 2013, the Plaintiff entered into a corporate transfer and takeover agreement with D, which provides that the Defendant’s representative director shall acquire 6,000 shares of the Defendant and 4,000 shares of the Defendant owned by E in KRW 700 million (hereinafter “instant corporate transfer and takeover agreement”), and completed the transfer of ownership in the name of the Plaintiff as to 6,00 shares of D around November 6, 2013.

C. On the other hand, the minutes of the extraordinary general meeting of shareholders prepared on September 24, 2014 under the name of representative director D, such as “in-house directors and joint representative directors, dismissal of inside directors and repeal of joint representative regulations,” were prepared without holding a provisional general meeting of shareholders without undergoing the convocation procedure for shareholders.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 2, 3, and 5, the purport of the whole pleadings

2. As to the Plaintiff’s lawsuit of this case seeking confirmation that no resolution was made at the provisional shareholders’ meeting on September 24, 2014 by the Defendant’s judgment on the defense of this safety, the Defendant did not have standing to sue, and the instant lawsuit is unlawful, and the Plaintiff, not the Defendant’s shareholders, has no standing to sue.

The transfer of shares before the issuance of share certificates takes effect only with the agreement between the parties in accordance with the general principles of the transfer of designated shares. Even if shares are transferred for the purpose of securing the claim and the transferee is merely the mortgagee, the mortgagee is entitled to the shareholder in relation to the company, and accordingly the voting rights and other public interests rights are reverted to the transferee who is the secured party in relation to the transferor.

Supreme Court Decision 93Da8719 Decided December 28, 1993