1. A merger involving Defendant Dong Young Electrical Co., Ltd. by dividing part of Defendant Sungjin Electric Co., Ltd on July 28, 2016.

The Plaintiff owned 15,00 shares of Defendant Sungjin Electric Co., Ltd. (hereinafter “Defendant Sungjin Electric Co., Ltd.”); the Defendants divided the part of the electrical construction business of Defendant Sungjin Electric Co., Ltd. (hereinafter “Defendant Sungjin Electric Co., Ltd”); and the Defendants divided and merged the shares to merge the divided part (hereinafter “this case’s divided merger”); the fact that Defendant Sungjin Electric Co., Ltd. completed the registration of division and merger on July 28, 2016; and the fact that Defendant Sungjin Electric Co., Ltd. completed the registration of division and merger on August 1, 2016 may be recognized by comprehensively taking account of the following facts: (i) there is no dispute between the parties; or (ii) there is no dispute between the parties; and (iii) the fact that Defendant Sungjin Electric Co., Ltd did not convene a general meeting of shareholders at the time of the instant merger and merger.

However, the Commercial Act provides that when a company conducts a merger after division, it shall prepare a merger plan or written agreement and obtain approval from the general meeting of shareholders (Article 530-3(1)). In this case, a resolution of approval shall be at least 2/3 of the shareholders present at the meeting and at least 1/3 of the total number of issued and outstanding shares (Articles 530-3(2) and 434). In a case where the burden of shareholders of each company related to a merger after division increases, a resolution of approval shall be passed

(Article 530-3(6). In light of the above, it is reasonable to invalidate the merger of this case, which was made without the resolution of the general meeting of shareholders of the defendant Sung Jin Electric. The plaintiff, who is the shareholder of the defendant Sung Jin Electric, has the standing to file the lawsuit of this case, which invalidated the merger of this case under Articles 530-11 and 529(1) of the Commercial Act.

Therefore, the plaintiff's claim of this case is reasonable, and it is decided as per Disposition by admitting it.