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(영문) 서울중앙지방법원 2018.01.12 2017가합533209

주주총회결의 무효확인의 소

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1. There is no resolution that appoints D as the Defendant’s internal director at the ordinary shareholders’ meeting on March 23, 2017.

Reasons

1. Facts of recognition;

A. The defendant is a juristic person established for the purpose of civil engineering work business, etc., the plaintiff A is a shareholder who holds 19,000 shares issued by the defendant company, and the plaintiff B is a shareholder who holds 500 shares.

B. As of November 22, 2013 on the Defendant’s list of shareholders, Plaintiff A owned 2,800 shares, Plaintiff B owned 500 shares, E 2,500 shares, D 11,200 shares, F 2,50 shares, and G owned 500 shares, among total shares issued on November 22, 2013.

(hereinafter referred to as the “former shareholders’ list”) containing the foregoing shares held. C.

Plaintiff

A, around February 24, 2015, around February 24, 2015, A, E, D, and F drafted a share transfer agreement stating that “The entire shares held by E, D, and F shall be transferred to Plaintiff A” (hereinafter “instant share transfer agreement”). The said parties agreed to keep the original copy of the instant share transfer agreement to Attorneys H, but if there is a written agreement between the parties, they agreed to receive the original copy of the contract, and the Plaintiff A did not pay the share purchase price to E, etc.

Plaintiff

A, on the same day, requested the Defendant to change the register of shareholders along with a copy of the instant share transfer contract.

Accordingly, as of February 24, 2015, Plaintiff A was entered as of February 24, 2015, that Plaintiff B owned 19,000 shares, Plaintiff B owned 500 shares, and G owned 500 shares (hereinafter referred to as “new shareholder registry”), and thereafter, the status of shares held in the Defendant’s shareholder registry was not changed until the date of closing the argument in the instant case.

E. Meanwhile, on August 21, 2015, under Article 366 of the Commercial Act, E requested the Defendant to convene a temporary general meeting of shareholders with the status of minority shareholders as an agenda item for the dismissal of the Plaintiff’s director positions. The above claim was not accepted, and the Seoul Central District Court applied for the permission to convene a general meeting of shareholders as the Seoul Central District Court 2015 Gohap30040. The above court considered E as the Defendant’s shareholder on January 7, 2016 and permitted the convocation of a temporary general meeting of shareholders with the purpose of the meeting.

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