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(영문) 울산지방법원 2017.01.12 2015가합1785
주주총회결의무효확인
Text

1. Each resolution entered in the separate sheet held by the Defendant on May 7, 2015 at a temporary general meeting of shareholders held by the Defendant is null and void.

Reasons

1. Basic facts

A. The status of the parties 1) The Defendant (hereinafter “Defendant Company”)

A) On November 6, 2008, a company is established for the purpose of food manufacturing business, food wholesale and retail business, etc., and at the time of its establishment, shares issued are 5,000 shares (10,000 won per share). Of them, with respect to each of 2,00 shares, Plaintiff A and the Intervenor joining the Defendant were listed in the respective shareholders’ list as to each of the shareholders’ rights holders. 2) The Plaintiffs are married, and Plaintiff A was registered as the inside director and the representative director of the Defendant company until March 22, 2014, and Plaintiff B as the auditor of the Defendant company for the same period.

The Intervenor joining the Defendant was registered as the intra-company director of the Defendant Company until March 22, 2014, as the intra-company director and representative director of the Defendant Company from May 7, 2015, as well as as as the inside director of the Defendant Company from May 7, 2015, as the inside director of the Defendant Company from May 7, 2015, and F as the auditor of the Defendant Company for the same period.

B. The Defendant Company issued 15,00 shares of new shares on September 16, 2010 and held a total of 20,000 shares for the Defendant Company A (8,000 shares, 40%), the Intervenor joining the Defendant (8,000 shares, 40%) and Plaintiff B (4,000 shares, and 20%). On November 3, 2010, the Defendant Company increased the number of shares of 14,00 shares (40%) again, the Defendant Company owned 14,00 shares (40%), the Plaintiff Company transferred 7,00 shares (20%) to the Plaintiff, and the Plaintiff transferred 14,00 shares (20%) to the Plaintiff’s shares to the Plaintiff’s 14,00 shares under the Plaintiff’s name of 140,000 shares, 100 shares, 1000 shares, 10,1000 shares, 301 shares shares, 305, 2010 shares shares, 30305,201 shares shares.

3) As of December 31, 2013, the shareholders on the list of shareholders of the Defendant Company are Plaintiffs B (17,150, 49%), E (10,500, 30%), the Intervenor joining the Defendant (6,650, 19%), and F (700, 2%). (c) The Intervenor joining the Defendant (ad hoc shareholders’ meeting and ad hoc shareholders’ meeting) demand the Plaintiff A, the representative director of the Defendant Company, to convene a temporary shareholders’ meeting on April 13, 2015.

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