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1. The Defendant:
A. There is no resolution set forth in the [Attachment 1] list at the temporary shareholders’ meeting held on December 18, 2014.
Reasons
1. Basic facts
A. On January 24, 200, the Defendant held 10,000 shares issued as a company established on January 24, 200 for accommodation business (former trade name: C Co., Ltd.) and held 6,00 shares, and 4,00 shares, E respectively.
B. On March 7, 2013, the Plaintiff entered into a corporate transfer and takeover agreement with D, which provides that the Defendant’s representative director shall acquire 6,000 shares of the Defendant and 4,000 shares of the Defendant owned by E in KRW 700 million (hereinafter “instant corporate transfer and takeover agreement”), and completed the transfer of ownership in the name of the Plaintiff as to 6,00 shares of D around November 6, 2013.
C. Meanwhile, on the other hand, the minutes of the extraordinary general meeting of shareholders held on December 18, 2014 under the name of inside directors G and shareholders D were prepared with the effect that F is appointed as an internal director, and the minutes of the extraordinary general meeting of shareholders held on December 26, 2014 under the name of inside directors F were prepared with the purport that H is appointed as an auditor. Each of the above minutes was prepared without holding a provisional general meeting of shareholders without the convocation procedure for shareholders.
[Reasons for Recognition] Uncontentious Facts, Gap evidence Nos. 1 through 4 (including each number), the result of the commission to send documents to the Dongwon District Court of this Court to Dongwon District Court, the purport of the entire pleadings
2. In a case where there is a serious defect in the minutes of a general meeting of shareholders, such as preparing a false minutes of a general meeting of shareholders without undergoing the actual convocation procedure and the meeting procedure, a resolution of the general meeting of shareholders shall be deemed nonexistent.
(See Supreme Court Decisions 91Da5365 Decided September 22, 1992, 93Da36097, 36103 Decided March 25, 1994, and 2003Da9636 Decided August 16, 2004, etc.). According to the above facts of recognition, each resolution of the general meeting of shareholders dated December 18, 2014 and December 26, 2014 is significant to the extent that such resolution of the general meeting of shareholders cannot be deemed to exist.