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(영문) 서울중앙지방법원 2016.01.21 2014가합554007 (1)
주주총회결의부존재확인 등
Text

1. The defendant on June 13, 2014 regarding the agenda item on which C and D are appointed as internal directors and E as auditors among the instant lawsuit.

Reasons

1. Basic facts

A. The plaintiff is a company established for the purpose of English specialized education business on October 24, 200, and the defendant is a company established for the purpose of printing and publishing business on January 6, 2004.

B. At the time of the Defendant’s establishment, the Plaintiff’s shareholder registry stated that the Plaintiff’s wife I, the representative director of the Plaintiff, holds 388,800 shares (64.8%), E, 30,00 shares (5.0%), C, 120,00 shares (20.0%) and J, 61,200 shares (10.2%) among the 600,000 shares (60,000 shares), and the above shares held were reported at the tax office, and were stated in the detailed statement of the change in stocks at the tax office until the business year 2004.

After that, as of December 31, 2012, the Defendant’s shareholder registry was changed to hold 268,800 shares (44.8%), E is 150,00 shares (25.0%), C is 120,00 shares (20.0%), and J is 61,20 shares (10.2%). The change in shares was reported to the tax office in the business year 2005 and is the same as in the detailed statement of the change in shares at the tax office until now.

C. Meanwhile, the Defendant’s list of shareholders on December 12, 2012, which was submitted by the Defendant, states that C is 306,000 shares (51%) and E is 232,80 shares (38.8%) and that the Defendant owns 61,20 shares (10.2%) and around June 13, 2014, C is 306,00 shares (51%), E is 172,80 shares (28.8%), and D is 60,00 shares (10.0%), the Defendant owns 61,200 shares (10.2%) and its changes are stated.

The change of shareholders above is not reported at the tax office, and the detailed statement of the change of stocks at the tax office is stated on December 31, 2012.

A share donation contract E and the plaintiff enter into a donation contract with respect to the defendant's shares issued as follows:

Article 1 (Shares to be Donated) (1) Shares: The defendant's registered ordinary shares / face value 500 won. <2> Shares 418,800 shares (69.8%) owned by E shall be given free of charge to the plaintiff.

Article 2 (Transfer of Stock Certificates and Rights) E shall include all stock certificates with respect to the stocks held for the purpose.

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