1. The appeal by Defendant B is dismissed.

2. The costs incurred by the appeal shall be borne by Defendant B.

1. The scope of the judgment of this court is that the plaintiff is a party to the contract for division and merger between the parties to the contract for division and merger between the plaintiff and the joint defendant, and the court of first instance accepted all the plaintiff's claims.

Although Defendant B only filed an appeal against this, Defendant C did not file an appeal, it constitutes an essential co-litigation that requires the consolidated determination between the parties to a merger after division and merger, and thus, the part concerning Defendant C also becomes subject to the judgment of this court.

2. Basic facts

A. Defendant B is a company that operates telecommunications construction business, etc., and Defendant C is a company that runs electrical construction business, etc.

The Plaintiff is a shareholder holding 4,200 shares of Defendant B (20% holding ratio) among 21,000 shares, and not only the Plaintiff is a shareholder of Defendant B but also a shareholder of Defendant B, a D and a member electricity corporation holding 8,400 shares (40% holding ratio) respectively.

B. Around February 2, 2016, the Defendants continued to exist with Defendant C, but concluded the instant merger agreement to divide the divided portion of the electrical construction business of Defendant C and to merge with Defendant B.

C. Defendant B, on February 2, 2016, prepared the minutes of a temporary general meeting of shareholders stating that “The temporary general meeting of shareholders (hereinafter “the instant general meeting of shareholders”) was held, and two of the three shareholders (16,800 shares) from among the three shareholders of the said temporary general meeting of shareholders were present, and all the shareholders present have approved the instant merger agreement (Evidence A No. 4; hereinafter “the minutes of the instant general meeting of shareholders”).

On March 22, 2016, the Defendants respectively registered the instant merger by split.

[Ground of recognition] Unsatisfy, entry of Gap evidence 1 to 4 (including branch numbers in case of additional number), the purport of the whole pleadings

3. The assertion and judgment

A. The gist of the Plaintiff’s assertion 1 is that the instant general meeting of shareholders was held without actually holding the meeting or without giving a notice of convening the meeting to the Plaintiff who is a shareholder. Accordingly, the Plaintiff was held.