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(영문) 인천지방법원 2018.11.23 2018가합714
주주총회결의부존재확인 등
Text

1. Plaintiff’s claim for confirmation of absence of a resolution by the board of directors on September 20, 2016 against Defendant B Co., Ltd.

Reasons

1. Basic facts

A. Defendant B’s status as the Defendants is a stock company established on October 6, 1999 with the total number of issued and outstanding shares of 10,000 shares (ordinary shares and 5,000 won per share), and Defendant C is a stock company established on August 11, 1997 with the total number of issued and outstanding shares of 5,000 shares (ordinary shares and 10,000 won per share).

B. Details of the Defendants’ list 1) Defendant B’s list of shareholders (i) the Plaintiff submitted on July 1, 2016, the list of shareholders (Evidence A No. 3; hereinafter “the list of shareholders on July 1, 2016”).

(2) On August 30, 2016, the register of shareholders (Evidence B and C Nos. 9 and C No. 1; hereinafter “the register of shareholders of August 30, 2016”) submitted by Defendant B and Intervenor was entered into the list of shareholders as to August 30, 2016.

K Co., Ltd. (hereinafter referred to as “K”)

) This 4,500 shares, the Intervenor’s 3,500 shares, and the J 2,000 shares are listed respectively. ③ Each of the above shareholders’ list contains a statement of confirmation that “the same is equal to the Defendant B’s shareholder’s shareholder registry” made in the position of Defendant B as an in-house director. 2) Defendant C’s shareholder registry (Evidence A No. 4; hereinafter “the Plaintiff’s shareholder registry”) submitted by the Plaintiff on June 28, 2016 is registered as the Plaintiff holding 3,00 shares, and L 2,00 shares, respectively.

② Meanwhile, the list of shareholders (Evidence B No. 15; hereinafter referred to as “list of shareholders as of September 30, 2016”) submitted by Defendant C was registered as holding 3,000 shares and L 2,000 shares, respectively.

③ There is an additional statement in each of the above register of shareholders to the effect that I is “the same as that of Defendant C’s list of shareholders” as an internal director of Defendant C.

C. Defendant B: (i) held 4,500 shares in accordance with the shareholders’ list on August 30, 2016 and issued a notice of convening a temporary shareholders’ meeting on the premise that the Intervenor holds 3,500 shares; (ii) issued a notice of convening a temporary shareholders’ meeting on September 20, 2016 to the Defendants.

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