1. On March 31, 2016, Defendant C Co., Ltd. divided and merged the electrical construction business, which is part of its business.

The facts that the Plaintiff is the shareholder of Defendant B (hereinafter “Defendant B”); the Defendants concluded a merger agreement under the terms of dividing the electrical construction business, which is part of the Defendant B’s business, to merge with the Defendant C Co., Ltd. (hereinafter “Defendant C”); and Defendant B completed the registration of each of the above merger after division on April 7, 2016 (hereinafter “the above division and merger after division”); and Defendant B did not go through the procedures for convening a general meeting of shareholders for approval of the agreement of the merger after division and merger in the process of the merger in this case, the following facts are deemed to have been led to the confession by the Defendant B pursuant to Article 150(3) and (1) of the Civil Procedure Act; and there is no dispute between the Plaintiff and the Defendant C between the parties, or may be acknowledged by comprehensively taking into account the overall purport of the statements and arguments as set forth in subparagraph 1, subparagraph 2-1, and subparagraphs 2-1 and 2-2 of the Civil Procedure Act.

According to the above facts, the merger of this case was conducted without a resolution of the general meeting of shareholders under Articles 530-3(4) and 363 of the Commercial Act and without a resolution of the general meeting of shareholders under Articles 530-3(1) and (2) and 434 of the Commercial Act, and thus, is null and void. The plaintiff who is a shareholder of defendant B, can seek confirmation of invalidity pursuant to Articles 530-11(1) and 529 of the Commercial Act.

Therefore, the plaintiff's claim shall be accepted for the reasons and it is so decided as per Disposition.