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(영문) 부산지방법원 동부지원 2017.02.16 2016가합101265
주주총회결의 부존재확인
Text

1. The plaintiff A and C respectively dismissed the lawsuit of this case.

2. Defendant’s resolution on January 29, 2016 at the general meeting of shareholders and March 4, 2016.

Reasons

1. Basic facts

A. 1) The Defendant Company is a corporation established for the purpose of housing construction business, real estate development business, etc., and the Plaintiff A is a director and the representative director of the Defendant on June 20, 201, and the Plaintiff B is a person appointed as the Defendant’s inside director on May 4, 2012. 2) On the corporate register of the Defendant Company, the Plaintiff A was dismissed from office director and the representative director on June 28, 2012, and the Plaintiff B was dismissed from office director, and the Defendant’s Intervenor B was dismissed from office director, and the registration of change was completed to appoint the Defendant’s Intervenor (hereinafter “ Intervenor”), F, G, H, I, J, and K as an inside director, and F as the representative director.

On January 18, 2013, the plaintiffs filed a lawsuit for confirmation of existence of the resolution of the general meeting of shareholders, which served as the basis for the registration of change of executive officers, with this court 2012Gahap3196, and received a judgment from this court that there was no resolution of the general meeting of shareholders on June 28, 2012, and this judgment became final and conclusive on January 5, 2016.

Accordingly, on February 11, 2016, Plaintiff A and B completed the recovery registration of representative director and inside director.

B. The total number of shares issued by the Defendant Company is 10,000 common shares (10,000 per share with a face value of 10,000 per share), and on March 31, 2014, the statement on the changes in shares is written that Plaintiff B holds 4,00 shares and 6,00 shares by the Intervenor.

C. On January 11, 2016, the Intervenor holds a temporary general meeting of shareholders with respect to the Plaintiff B’s dismissal and appointment of directors on January 29, 2016, and appointment of representative directors, etc.

On January 29, 2016, “A” has sent a notice of convening a general meeting of shareholders to the effect that the Intervenor and L are internal directors and representative directors, M is an inside director, and N is appointed respectively as an auditor on February 3, 2016. D. The Intervenor again sent a notice of convening a general meeting of shareholders to the Plaintiff B on February 15, 2016, stating that “A temporary general meeting of shareholders shall be held as an agenda item, such as the dismissal and appointment of directors as of March 4, 2016, and the appointment of representative director,” and on March 4, 2016 Plaintiff A.

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