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(영문) 청주지방법원 충주지원 2017.01.26 2016가합3225
주주총회결의취소
Text

1. Of the instant lawsuit, the part concerning the claim for revocation of the resolution of the general meeting of shareholders is dismissed.

2. The plaintiff's remainder against the defendants.

Reasons

1. Facts constituting the premise of the dispute

A. The Plaintiff owned 117,600 shares of B Co., Ltd. (hereinafter “B”), as seen below (hereinafter “D Co., Ltd.”), but around April 1992, the Plaintiff offered the said shares as security to so-called B Co., Ltd. (hereinafter “D Co., Ltd.”) and transferred the share certificates.

B. On March 30, 1995, the Chungcheong Tax Office seized the above shares under the National Tax Collection Act, and kept them in custody, and delivered them to the Defendant Korea Asset Management Corporation for a public sale on April 19, 2007. The Defendant Asset Management Corporation sold 40,000 shares out of the above shares on October 8, 2012, and completed the transfer of ownership by purchasing it.

C. B convened a temporary general meeting for merger with D Co., Ltd. on November 11, 2015, and Plaintiff (hereinafter “instant shares”) was registered as holding 77,600 shares in the register of shareholders until December 30, 2015, and the said 77,600 shares were notified in writing of the intent of opposing the merger resolution, and exercised the appraisal right for all the Plaintiff’s shares to B on November 27, 2015.

On December 10, 2015, Defendant Korea Asset Management Corporation notified B of the exercise of the right as a mortgagee of the instant shares, and B conducted consultation on the purchase of shares following the merger on the premise that the instant shares are owned by Defendant Korea Asset Management Corporation.

As a result, on December 31, 2015, 7,520 shares listed in Section 1 of Annex 2 among the shares in this case were acquired as B's own shares, and the change of entry was made that Defendant Korea Asset Management Corporation owns 70,080 shares listed in Section 2 of Annex 2 as the remaining shares.

E. On March 3, 2016, a regular general meeting of shareholders was held on March 3, 2016, and on the agenda stated in Annex 1’s Schedule.

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