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(영문) 서울중앙지방법원 2018.07.12 2018가합506570
정관변경무효확인등
Text

1. All of the plaintiff's claims are dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

Basic Facts

On December 31, 1998, the defendant issued 2nd priority shares with a face value of 5,000 per annum of at least 3% per annum as cumulative priority shares, and thereafter amended defendant's articles of incorporation (amended on February 26, 1999) relating to this case are as follows.

Article 6 (Lump Sum Amount of Shares) The amount of shares per stock issued by this Company shall be five thousand won.

(2) With respect to preferential stocks, the board of directors shall determine the dividend rate at least three percent per annum on the basis of their par value.

(4) Where the accumulated dividends have not been distributed for preferential stocks in a business year, the accumulated dividends shall be preferentially distributed at the time of the distribution of dividends in the following business year.

(5) Where a resolution not to make a fixed dividend for preferential shares exists, the voting right shall be deemed to exist for the period from the next general meeting of the general meeting where the resolution is adopted until the closing of the general meeting where the resolution is adopted to make such preferential dividend.

(hereinafter) On December 29, 2010, the Defendant reduced the capital by changing the face value of the common shares and preferential shares issued by the Defendant from KRW 5,000 to KRW 500,00. On the same day, by amending the Defendant’s articles of incorporation through a resolution of the general shareholders’ meeting on the same day, thereby changing the dividend rate based on the face value of the common shares into at least 30% per annum.

The parts related to this case in the defendant's articles of incorporation (amended on December 29, 2010) amended by the resolution of the general meeting of shareholders of the same kind are as follows:

(Article 7-2(3)1 of the above Articles of Incorporation (hereinafter “instant provision”). Article 6 (Lump Sum Amount) The daily amount of shares issued by the Company shall be 500 won.

Article 7-2 (Number and Details of Preemptive Shares) (3) Details of 2Preferred Shares, 3 Preferred Shares, and 4 Preferred Shares shall be as follows:

1. For preferential stocks, at least 30% per annum shall be issued on the basis of their face value;

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