주주총회결의 취소의 소
The judgment of the first instance shall be revoked.
The case is remanded to the Chuncheon District Court.
Purport of claim and appeal
The first instance court.
In accordance with the main sentence of Article 420 of the Civil Procedure Act, the part concerning “1. Basic Facts” and “a summary of the Plaintiff’s assertion” among the grounds of the judgment of the first instance that partially accepted the judgment of the first instance.
The defendant's assertion on this safety defense (whether the plaintiff's shareholder status exists) is one person who actually invested 100% capital of E, a representative director, in the register of shareholders by lending the plaintiff's name in a formal manner to divide its responsibility. Thus, the plaintiff is not the defendant's actual shareholder, and therefore the plaintiff is not a party to a lawsuit seeking cancellation of the resolution of the general meeting of shareholders.
A person listed in the register of shareholders shall be presumed to be entitled to exercise the voting right at a general meeting of shareholders as a legitimate shareholder. If it is deemed that a third party cannot exercise the voting right lawfully by reversal of such presumption, the mere fact that the third party paid the purchase price of shares is insufficient. In light of the internal relationship between the third party and the shareholder on the register of shareholders, the circumstance and purpose of entry in the register of shareholders, the details of exercise of the voting right after entry, etc., a shareholder on the register of shareholders shall be able to prove that only the third party immediately lent the name, and that the third party was merely a shareholder who was not authorized to exercise the voting right
(See Supreme Court Decision 2007Da51505 Decided March 11, 2010). First of all, the Defendant alleged that E paid in full the capital of KRW 800 million. If the purport of the entire pleadings is added to Gap evidence 2, Eul evidence 1, Eul evidence 6, Eul evidence 7-1, and Eul evidence 7-2, the Defendant is a stock company which completed registration of incorporation with capital of KRW 800 million on February 14, 2012; E obtained loans of an amount equivalent to KRW 850,00,000 from the Youngsung Life Insurance Co., Ltd. on February 10, 2012, and remitted approximately KRW 800,000 among these loans to the account established in his/her own name in the Korea CF Bank (hereinafter “CF”); and the fact that the Defendant transferred them to the CFF bank on February 13, 2012.