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(영문) 대전지방법원홍성지원 2017.04.06 2016재가합16

합병무효

Text

1. As to the instant case, the Defendant (Plaintiffs for Retrial)’s action for retrial on August 12, 2016 is null and void.

2...

Reasons

1. Basic facts

A. The merger between Defendant and D 1) Defendant and D (hereinafter “D”)

(2) The merger (hereinafter referred to as the “merger”) between the parties

(ii) Around 2012, the Defendant was a company in which I held 100% of the shares in its own, its wife, and ASEAN’s name, and D was a company in which E held 100% of the shares in its own and its wife and operated as a representative director. (ii) A, while operating the Defendant, did not receive a large amount of construction work due to lack of work performance, intended to merge with another company, and requested the Plaintiff (the Defendant for reexamination, and hereinafter “Plaintiff”) to merge with another company.

E became aware that while operating D, while it was excessive and difficult to receive construction contracts, E was aware of the J that the company's obligations were shamped through advertisements and arranged the company, and through J, issued the Plaintiff documents related to the merger of D, such as his/her and his/her seal impression, and his/her certificate of personal seal impression.

3) Around April 2012, when the instant merger-related business was in progress, the name of 25% was changed to the Plaintiff out of 50% of the shares shares of DD in the name of E E’s wife F. 4) The Plaintiff, using the merger-related documents received from I and E, submitted to the competent court on May 10, 2012, to the effect that “the Defendant continues to exist after the merger and is dissolved” as of May 10, 2012, and the minutes of the temporary general meeting of shareholders stating that “The E and F among three shareholders of D, passed a resolution to approve the merger (the above provisional general meeting was referred to as “the instant general meeting of shareholders,” and the minutes were referred to as “the minutes of this case,” and submitted them to the competent court for the merger registration of the two companies on July 18, 2012.

B. After the 1st of the instant lawsuit subject to review, the creditors of D prior to the instant merger were to enforce compulsory execution against the Defendant’s property after the instant merger, I resisted the Plaintiff.

Accordingly, the plaintiff is the defendant as the shareholder of D on January 10, 2013.