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Reasons
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(영문) 서울남부지방법원 2015.05.08 2014가합105647
주주총회결의부존재 확인 등
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1. It is confirmed that no resolution of each general meeting of shareholders listed in the separate sheet exists;

2. The defendant dated March 10, 2014.

Reasons

1. Facts of recognition;

A. On November 15, 2013, the total number of the Defendant’s outstanding shares was 60,000 shares, and C, the Defendant’s representative director, owned the entire shares, and the Defendant’s shares were not issued at the time.

B. Assignment contract 1 on the Defendant Company’s shares) Plaintiff KM&C Co., Ltd. (hereinafter “Plaintiff KM&C”).

on November 15, 2013, the Defendant purchased 11,400 shares (19 per cent of the total number of outstanding shares) from C in KRW 712,500,000 (hereinafter “first transfer contract”).

(2) On November 15, 2013, the Plaintiff purchased the Defendant’s shares in KRW 19,200 (total number of issued shares) from the above C to KRW 1,200,000 on the same day, and agreed to receive KRW 400,00,000 from C at the time of receiving the down payment and the first intermediate payment (hereinafter “second transfer contract”), and paid KRW 400,00,000 to C on the same day.

The defendant, on the same day, completed the transfer of shares in the name of the plaintiff A.

3) On January 16, 2014, F entered shares equivalent to 61% of the total number of shares issued by the Defendant (the number of shares transferred under the contract is “48,000 shares”) with C, but it appears that the subject matter of transfer is 36,60 shares equivalent to 61% of the total number of shares issued by the Defendant.

(C) purchase of 500,000,000 won and, at the same time, payment to C of intermediate payment of KRW 300,000,000 and at the same time, enter into a share transfer agreement under which C is to receive the said shares from C (hereinafter “third transfer agreement”).

(C) On January 17, 2014, the Defendant’s general meeting of shareholders and resolution of the board of directors held on January 16, 2014, paid KRW 300,000 to C. (c) The Defendant’s temporary general meeting of shareholders held on January 16, 2014, removed inside directors A and company directors G, who are the representative director, and E, H, and I made a resolution to appoint them as directors.

§ 1.

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