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(영문) 서울고등법원 2019.06.20 2019나2004746
주주총회결의 무효확인 등
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1. The plaintiff (appointed party)'s appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff (Appointed Party).

Reasons

1. The reasoning of the court of first instance’s acceptance of the judgment is as stated in the reasoning of the judgment of the first instance, except where the plaintiff added a judgment on the plaintiff’s assertion under this court or a new argument as stated in paragraph (2). Thus, it is acceptable to accept it as it is in accordance with the main sentence of Article

2. An abbreviation of the further determination is governed by the judgment of the court of first instance.

A. On February 2, 2016, the Plaintiff: (a) received the Defendant’s share 15,500 shares from Q to the Defendant’s valid acquisition of the Defendant’s shares; (b) at the time of title trust from Q, the Plaintiff was obliged by the P representative Director T to “if the Plaintiff requests the termination of the said title trust, he would transfer the said shares upon delegation of authority from Q; and (c) as evidence, submitted the evidence No. 28-1 and No. 2 (T identification card) to the instant court.

The content of the evidence No. 28-1 (written confirmation) No. 28-2, which verified that the P representative director T made a title trust to Q with respect to 30.4% of the Defendant Company’s shares in the name of Q, which was the name of Q. As long as Q does not recognize the title trust of the above contents, it is difficult to deem that Q grants the Defendant’s right to dispose of shares 15,500 shares to Q.” The written confirmation of T is difficult, and there is no other evidence to acknowledge this otherwise, it is difficult to view that Q was a valid acquisition of shares 15,500 shares from Q from the Defendant under the share transfer contract of this case.

Even if Q granted the Defendant’s right to dispose of shares 15,500 shares and accordingly, it is recognized that Q took over the shares above 15,500 shares from Q, the circumstance that Q omitted notice for convening a shareholders’ meeting is merely a ground for revocation of the resolution of the shareholders’ general meeting. The instant lawsuit was filed on October 2016.

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