배당이의
1. All of the plaintiffs' claims are dismissed.
2. The costs of lawsuit are assessed against the plaintiffs.
1. The minutes of the provisional shareholders' meeting held on September 13, 2006 by the defendant company as of September 13, 2006 show that the resolution was made to reduce the capital of KRW 1,700,000 to KRW 1,700,000,000.
However, the above provisional shareholders' meeting does not have the fact that it was held, and it does not have any other capital reduction, thus seeking confirmation thereon.
2. Determination on this safety defense
A. The invalidity of the reduction in capital of the Defendant Company may be asserted only by the action within six months from the date of registration of change due to the reduction in capital (Article 445 of the Commercial Act). The lawsuit for confirmation of the existence of the general meeting of shareholders is absorption into the action for nullification of reduction in capital.
Inasmuch as the instant lawsuit was filed after the lapse of the exclusion period of six months, it is unlawful.
B. Article 445 of the Commercial Act provides that the invalidation of capital reduction can be asserted only by a lawsuit within six months from the date of registration of alteration due to the reduction of capital. Thus, even if there is a defect in revocation or invalidation of a resolution of the general meeting of shareholders, barring special circumstances, such as the extremely serious defect and the absence of the reduction of capital, it may be asserted only by a lawsuit for invalidation of capital reduction, after the reduction of capital becomes effective, unless there are special circumstances, such as
(See Supreme Court Decision 2009Da83599 Decided February 11, 2010). If the instant lawsuit is deemed to have been invalidated as a lawsuit for invalidation of capital reduction under Article 445 of the Commercial Act, the exclusion period of six months is inappropriate with the lapse of six months, and the instant lawsuit is deemed to have been revoked or invalidated by the resolution for capital reduction of the general meeting of shareholders, and thus, if it is deemed to have been sought as a lawsuit seeking its confirmation,
(See the reasoning of the above Supreme Court Decision). However, while the Plaintiff’s claim and cause of claim are modified through a preparatory document dated December 31, 2018, the Plaintiff’s claim did not exist a resolution of a provisional shareholders’ meeting on September 13, 2006 regarding the reduction of the capital of the Defendant company and the reduction of the capital accordingly.