임시주주총회결의 부존재확인
1. There is no resolution dismissing the Plaintiff from the director at the special shareholders’ meeting held on July 2, 2012 by the Defendant.
1. Basic facts
A. (1) On October 8, 2009, the Plaintiff, the representative director, and actual private shares of the Defendant Company, transferred the Defendant Company to C (hereinafter “C”) on the part of October 8, 2009 (hereinafter “instant acquisition agreement”). At the time of the said acquisition agreement, the shareholders of the Defendant Company, at the time of the said acquisition agreement, were D (180,000 shares), E (60,000 shares), F (120,000 shares), G (60,00 shares), and H (180 shares) as the implementation of the instant acquisition agreement as of April 27, 2011, each share acquisition agreement was concluded between D and I, E, F, G, and J (C’s substantial private shares), and each share transfer agreement was concluded between H and K under the name of 180,000 shares (180,000 shares), J (240,000 shares) and 180,000 shares (180 shares).
(2) On October 12, 201, the Plaintiff, J (C) and C et al. prepared a final agreement stating that “(i) remove the J from the representative director of the Defendant Company and appoint the Plaintiff and L as a joint representative director; (ii) instead of paying the Plaintiff’s debt KRW 100 million to the Plaintiff’s spouse and the remainder amount of the transfer agreement of this case, the Plaintiff and J shall hold 50 million shares of the Defendant Company; (iii) granted 30% of the Defendant Company’s shares to the Defendant Company’s auditor’s 40% and J30% of the Defendant Company’s shares; and (iii) may not dismiss the representative director or change or invalidate shares without the Plaintiff’s consent.”
(3) As of October 12, 201, as of October 12, 2011, J and D entered into a share acquisition agreement under which the Plaintiff and D transfer 120,000 shares of each of the Defendant Company to the Plaintiff and D, and as of October 12, 201, the shares acquisition agreement under which I transfer 180,00 shares of the Defendant Company to the Plaintiff was entered into between I andO (the wife of the above NN) respectively. Since each of the above shares transfer and acquisition agreement was made as of October 12, 201, the register of shareholders as of October 12, 201.