주식양수도계약 무효확인 청구
1. The instant lawsuit shall be dismissed.
2. Litigation costs shall be borne by the plaintiff.
The Plaintiff’s share acquisition agreement between the Defendant and C Co., Ltd. on the shares listed in the separate sheet as of September 4, 2015 is null and void without a special resolution of the general meeting of shareholders pursuant to Article 374(1)1 of the Commercial Act even though it constitutes a transfer of business. Although it is an important asset disposal, it is null and void in that it does not undergo a resolution of the board of directors pursuant to Article 393(1) of the Commercial Act, and is null and void as it constitutes a false declaration of agreement. The Plaintiff asserts that the act of breach of trust by the representative director D of C Co., Ltd. constitutes an anti-social juristic act committed by the Defendant actively
With respect to the legality of the suit of this case ex officio, the shareholder of a corporation has only a de facto, economic or general and abstract interest with respect to the company's property relation, and cannot be said to have a specific or legal interest. Thus, the shareholder cannot be said to have a benefit of confirmation as to the company's property relation as a matter of course except for a representative suit pursuant to Article 403 of the Commercial Act.
(See Supreme Court Decision 78Da1117 delivered on February 13, 1979). Therefore, even if the Plaintiff acquired the status of the shareholder of Cstock company as alleged by the Plaintiff, it cannot be deemed that there is a legal interest in seeking nullification of the legal relationship between C Stock company and the Defendant. Thus, the instant lawsuit is an unlawful lawsuit for which there is no benefit of confirmation or benefit of protection of rights.
In case where a company is no longer able to carry on its business purpose by transferring all of its business without a special resolution of the general meeting of shareholders, or the existence of the company becomes impossible, the shareholder shall be deemed to have a direct and specific legal interest in the company's property disposal contract.