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Reasons
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(영문) 서울중앙지방법원 2018.09.13 2018가합510005
주주총회결의 부존재확인 및 취소
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1. The plaintiff's primary claim and the conjunctive claim are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. On May 29, 2017, the Defendant is a company established for the purpose of software development and supply business, electronic commerce business, etc., and the total number of issued stocks is KRW 100,000 (one share price of KRW 500,000) and the total amount of capital is KRW 50,000. 2) The Plaintiff held office as the Defendant’s director from May 29, 2017 to December 16, 2017 as a person who held 50,000 shares of the Defendant.

B. The Defendant’s shareholder change 1) The Plaintiff, along with Nonparty D, is Nonparty E (hereinafter “E”) for the purpose of credit business around May 24, 2017.

In order to establish the Defendant, the parent company and the Defendant, respectively, paid KRW 150 million for the acquisition price of E’s shares, KRW 250 million for the Defendant’s share acquisition price, and KRW 25 million for the Defendant’s share acquisition price, and the Plaintiff and D decided to hold 500 million for the Defendant’s shares, respectively. (2) Thereafter, the Plaintiff and D transferred KRW 35 million for Nonparty F and KRW 100 million for the Defendant’s shares to F and KRW 50 million for the Defendant’s shares to KRW 100,000 for the above share acquisition price.

After that, D acquired 32,00 shares from G, and among which 8,000 shares were transferred to Nonparty H.

3 As a result, the status of shares held by the defendant as of December 16, 2017 is as follows.

D 74,000 Shares G 8,000 Shares F 10,000 Shares H 8,000 shares

C. D’s representative director D around December 5, 2018, at the meeting room of the Defendant’s head office, on December 16, 2017, to G and F, around December 5, 2018.

1. Case of removal of the Plaintiff from office;

2. A general meeting of shareholders shall be held for the purpose of appointing directors (name C);

2) On December 16, 2017, the shareholders D and H (the number of shares in attendance) are shareholders D and H(the number of shares 82,000 shares in attendance) at the defendant's head office of 10:00 on December 16, 2017 (hereinafter referred to as "the shareholders' general meeting of this case").

The plaintiff shall be dismissed from the internal director with the consent of all shareholders present at the meeting and C.

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