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(영문) 광주지방법원 2017.11.24 2017가합57825
주주총회결의취소
Text

1. The resolution made by the Defendant at a special shareholders’ meeting on July 20, 2017 shall be revoked.

2. The costs of the lawsuit are assessed against the defendant.

Reasons

1. Basic facts

A. The Defendant is a company running a membership golf course C (hereinafter “instant golf course”). Plaintiff A is the Defendant’s shares of 1,200 shares, and the future of the Plaintiff Company (hereinafter “Plaintiff Company”) is the Defendant’s shares of 338,413 shares.

B. The Defendant’s total number of outstanding shares is 2,594,474 shares (10,00 won per share, 25,944,740,000 capital). around July 20, 2017, the Plaintiff Company and D Co., Ltd. (hereinafter “D”) owned 130,369 shares, and 1,143,86 shares for the East River Construction (4.08%) (1,143,86 shares) but after the class action of this case, the Plaintiff Company owned 338,413 shares, and 170,041 shares for the East River Construction (hereinafter “D”). However, at the time of the action, the shares were transferred after the class action of this case, the Plaintiff Company owned 138,413 shares, and 170,041 shares for the East River Construction.

(A) 8 shareholders, including 8 shareholders, (hereinafter referred to as "major shareholders") held 89.52% of the outstanding shares, and 151 shareholders, including 151 shareholders (hereinafter referred to as "small shareholders") held the remaining shares.

C. On July 5, 2017, the Defendant issued a muster notice to hold a temporary general meeting of shareholders to resolve the instant case’s “Conclusion of the instant golf course lease agreement with E Co., Ltd. (hereinafter “E”) as of July 20, 2017, with the exclusion of minority shareholders.”

On July 20, 2017, the Defendant held a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) at the attendance of only large shareholders, and made a resolution stating the details of the resolution (hereinafter “instant resolution”) with the consent of all shareholders present at the meeting.

E. The instant lawsuit was filed on September 15, 2017, within two months from the date of the instant resolution.

[Ground of recognition] Facts without dispute, each entry of Gap 1 through 6 (including each number), the purport of the whole pleadings

2. The assertion and judgment

A. The plaintiff's argument in this case was made without giving notice to minority shareholders (a defect in the convening procedure).

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