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1. A merger made on July 14, 2015 between the defendant and the non-party C shall be null and void.
2. The costs of lawsuit shall be.
Reasons
1. Indication of claim;
A. The Plaintiff is an internal director of Co., Ltd. (hereinafter “Non-Party Company”) and a shareholder who acquired 3,400 shares of Non-Party Company.
B. On June 5, 2015, the non-party company entered into a merger agreement with the non-party company B prior to the merger (hereinafter “the non-party company without leave before and after the merger”) to merge the non-party company with the Defendant by delivering two shares of the Defendant’s shares to the non-party company.
C. On June 11, 2015, at an ordinary general meeting of shareholders of a non-party company opened on June 11, 2015, a resolution was passed to approve the merger agreement as above, and the registration of the merger was completed on July 14, 2015.
However, the merger between the defendant and the non-party company is null and void due to the following defects.
1) On June 11, 2015, the temporary general meeting of the non-party company was held without sending a notice of convening the general meeting of shareholders to the Plaintiff, a shareholder. 2) Even though the Defendant, after the merger, through the process of convening the general meeting of shareholders and reporting the matters concerning the merger, pursuant to Article 526(1) of the Commercial Act, did not proceed with the above procedure, and it is unclear whether the Defendant passed the resolution of approving the merger under Article 522(1) of the Commercial Act before the merger.
3. The defendant's executive officers after the merger under Article 11 of the merger contract of this case shall be appointed by the general meeting for approval of merger, but the defendant did not hold the general meeting for appointment of executive officers.
2. Article 208 (3) 1 of the Civil Procedure Act and the main sentence of Article 257 (1) of the same Act: