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(영문) 대구고등법원 2015.02.05 2014나2373
주주총회결의 무효
Text

1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

purport.

Reasons

1. Basic facts

A. A. Around July 2010, the Defendant invested 20,000 shares to a company established by C for real estate development projects, and around July 2010, the shareholders were I (4,400 shares), H (6,400 shares), and C (9,200 shares).

B. On July 29, 2010, the Defendant appointed the Plaintiff as an intra-company director by a resolution of a special general meeting of shareholders on July 29, 2010. Around that time, the Defendant drafted a share transfer contract with the effect that both H’s 6,400 shares and C’s 9,200 shares were

(hereinafter “instant stock transfer contract”). C.

On August 25, 2010, the Defendant dismissed the Plaintiff from office as a director, and made a written resolution by all shareholders who appointed C as a director and D as an auditor (hereinafter “instant written resolution”), and the shareholders who made the said resolution were I, H, and C.

On January 17, 2012, the Defendant appointed E, F, and G as an internal director at a temporary general meeting of shareholders held by shareholders I, H, and C as an internal director.

(hereinafter “the instant resolution on the extraordinary general meeting”). On the same day, the Defendant held the board of directors without the consent of all directors, without the convocation procedure, and the board of directors E was appointed as the representative director.

(hereinafter referred to as “the instant resolution by the board of directors”). [This case’s resolution ] without any dispute, Gap evidence Nos. 1, 2 (including each number; hereinafter the same shall apply), and Gap evidence Nos. 3 and 4 (no dispute over the H and C’s seal image part), the authenticity of the entire document is presumed to have been established. The defendant defense that each of the above documents was forged by the plaintiff, but the testimony of the witness C of the first instance court corresponding thereto is difficult to believe, and there is no other evidence to acknowledge it), Gap’s evidence Nos. 9, 12, Eul’s evidence Nos. 7, 8, 11, and 12, and the purport of the entire pleadings,

2. Determination on the cause of the claim

A. The Plaintiff’s assertion (i.e., the Plaintiff’s assertion as the Defendant’s intra-company director, transferred 15,600 shares of H and C, and paid the securities transaction tax on August 20, 2010. As such, the Plaintiff’s assertion was disqualified as the Plaintiff’s shareholder without due process.

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