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(영문) 부산지방법원동부지원 2015.10.22 2014가합102745
임시주주총회결의부존재 등
Text

1. On October 22, 2014, the Defendant removed the Plaintiff from office directors and representative directors at the special shareholders’ meeting on October 22, 2014, and C.

Reasons

1. Basic facts

A. The Defendant issued a total of 60,000 shares for the purpose of housing construction and housing site preparation projects.

B. Around July 2012, F agreed to acquire the Defendant’s shares and business rights from G, which was the Defendant’s representative director and the actual owner of the company, and first, purchase the Defendant’s shares of KRW 80 million in the purchase price of KRW 240 million in the purchase price of KRW 20 million in the purchase price of KRW 360 million in the business rights, recognize KRW 1.1 billion in the purchase price of KRW 1.1 billion deposited by G in the Defendant, and pay the remainder of KRW 20 billion in the purchase price of KRW 1.1 billion in the purchase price of the shares.

Accordingly, at the special shareholders' meeting on July 12, 2012, the defendant retired from office directors G, H, and auditor I, and decided to appoint the plaintiff as in-house directors and auditor as in-house directors. On the same day, the board of directors elected the plaintiff as representative director.

C. On November 28, 2013, C retired from the Defendant’s intra-company director. Around September 18, 2014, the J and upon receipt of the Defendant’s application for the issuance of a temporary general meeting of shareholders as the Defendant’s director around September 18, 2014, C obtained a temporary general meeting of shareholders from this court on October 10, 2014. A special general meeting of shareholders was held on October 22, 2014 while the Plaintiff and J were present, C resolved to dismiss inside directors and the representative director and to appoint C as the Defendant’s director.

Since then on October 31, 2014, C and J held a special general meeting of shareholders and passed a resolution to appoint D as a company director of the defendant. On November 25, 2014, C and J held a special general meeting of shareholders and a board of directors and passed a resolution to appoint E as a company director and representative director of the defendant.

(hereinafter) The resolution of each of the above provisional shareholders' meetings was adopted. The plaintiff was not notified of the convocation of the provisional shareholders' meeting at the time of each of the above resolution.

Although the Defendant’s shares were originally acquired and owned by G, G was held in title by 41%, and 10% shares to J, as described in paragraph (a), and the Defendant entered into a contract for transfer and acquisition of shares and business rights with F as described in paragraph (a).

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