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(영문) 광주지방법원 장흥지원 2018.10.16 2017가합733
회사에 관한 소송
Text

1. Of the instant lawsuit, the part of the claim for shareholder confirmation against Defendant B is dismissed.

2. The plaintiff's remainder.

Reasons

1. Basic facts

A. On November 19, 2013, Defendant B Co., Ltd. (hereinafter “Defendant Company”) (hereinafter “Defendant Company”) was incorporated with capital of KRW 300 million (10,000 per share, KRW 30,00 per share).

B. From February 2015, the register of shareholders of the Defendant Company stated that D’s total share of 30,000 shares is 14,700 shares (49%) and the remainder of 15,300 shares (51%) are owned by D’s wife E.

C. As of March 26, 2015, a share transfer contract was prepared to the effect that the shares 14,700 shares of the Defendant Company held by D will be transferred to F in KRW 10,000 per share, and on the same day, a share transfer contract was prepared to transfer 15,300 shares of the Defendant Company held by E to G in KRW 10,00 per share.

The Defendant Company issued 20,000 new shares on January 14, 2016 through the temporary shareholders’ meeting on January 13, 2016 and allocated all of them to H.

E. Defendant C was appointed as the representative director of the Defendant Company on January 9, 2017.

F. On April 13, 2017, Defendant Company issued 83,000 new shares.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 5, 6, and 7, the purport of the whole pleadings

2. At the time of the Plaintiff’s assertion on January 13, 2016, the shares of the Defendant Company were in form owned by G 15,300 shares, and F 14,700 shares respectively. However, since I made a title trust with G and F, I was 10% of the shares issued by the Defendant Company.

Nevertheless, without any notification to I, G and F made a resolution to issue new shares as a shareholder and issued new shares. The issuance of new shares in January 14, 2016 is null and void as it infringes shareholders' preemptive rights, and I still was the only shareholder of the defendant company.

On March 25, 2016, the Plaintiff was transferred 15,300 shares of the Defendant Company by I.

The plaintiff demanded the defendants to convene a general meeting of shareholders to change the representative director as a shareholder with 51% of the shares of the defendant company, but the defendant C.

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