1. Revocation of the first instance judgment.

2. The instant lawsuit shall be dismissed.

3. The costs of the lawsuit are assessed against the Plaintiffs.

Basic Facts

As of June 17, 2016, the defendant owned 5,000 shares among the defendant's total issued shares of 10,000 shares as of June 17, 201.

On October 17, 2016, the Defendant, with the consent of F and G, dismissed inside directors D, made a written resolution in lieu of the resolution of the general meeting of shareholders that appoints E as an inside director (hereinafter “instant written resolution”), and prepared a “temporary general meeting of shareholders by means of a written resolution.”

[Reasons for Recognition] Facts without dispute, Gap evidence Nos. 1 and 2, Gap evidence No. 10-1 and 2, summary of the plaintiffs' assertion as to the purport of the whole pleadings, Plaintiff A acquired 3,500 shares of the defendant from F on August 10, 2015, and completed the change of entry on May 26, 2016.

Plaintiff

B On August 15, 2016, by acquiring from G the Defendant’s shares 2,00 shares owned by G, the transfer of ownership is completed at that time.

Therefore, even though not only G and F but also the plaintiffs were the defendants' shareholders at the time of the written resolution of this case, the defendant made the written resolution of this case with the consent of G and F only.

Therefore, since the written resolution of this case was made in violation of Article 363 (4) of the Commercial Act and 55% of the total shares were owned by the plaintiffs, the resolution of this case is not deemed to exist due to its defect.

We examine the legitimacy of the instant lawsuit ex officio by determination as to the legitimacy of the lawsuit.

A lawsuit seeking confirmation of non-existence of a resolution of a general meeting of shareholders is a person who has legal interest with respect to the verification of non-existence of a resolution (see, e.g., Supreme Court Decision 2015Da66397, Jul. 22, 2016). However, even if a person is a transferee of a registered share from a shareholder, such transfer cannot be asserted against the company unless a change of ownership is made.