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(영문) 서울중앙지방법원 2017.05.26 2016가합512564

주주총회결의의 취소의 소

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1. There is no resolution made by the Defendant on each agenda indicated in the separate sheet at the special shareholders’ meeting on January 28, 2016.

Reasons

1. Facts of recognition;

A. The Defendant is a corporation established for the purpose of civil engineering work business, etc., and the Plaintiff A was in office as the Defendant’s inside director from August 14, 2015.

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

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

Plaintiff

A, around February 24, 2015, the Intervenors, and F drafted a share transfer agreement with the Defendant Intervenor and F, stating that all the shares owned by the Defendant Intervenors and F will be transferred to the Plaintiff A (hereinafter “instant share transfer agreement”). The said parties agreed to keep the original copy of the instant share transfer agreement to the attorney H, and otherwise agreed to receive the original copy of the contract if there is a written agreement between the parties, and the Plaintiff and F did not pay the share transfer price to the Defendant Intervenors and F.

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 current status of shares 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, pursuant to Article 366 of the Commercial Act, the Defendant Intervenor D requested the Defendant to convene a temporary general meeting of shareholders on an agenda for the dismissal of the Plaintiff’s director positions against the Defendant as a minority shareholder. However, the said claim was not accepted, the Seoul Central District Court applied for the permission to convene a general meeting of shareholders as the Seoul Central District Court 2015 B/3040.

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