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(영문) 제주지방법원 2017.08.31 2017가합11748
회사합병 무효의 소
Text

1. The merger of the defendant that absorbs C shall be null and void.

2. The costs of the lawsuit are assessed against the defendant.

Reasons

1. Facts of recognition;

A. 1) The Plaintiff is a party relationship, etc. 46.2% of the total number of shares issued by the Defendant prior to the merger, and C Co., Ltd. prior to the dissolution (hereinafter “C”).

(2) On May 3, 2017, the Defendant merged C on May 3, 2017 (hereinafter “instant merger”); accordingly, on May 11, 2017, the registration of the merger in the Defendant’s corporate registry was completed, and the registration of the merger in the C corporate registry was completed.

B. On April 14, 2014, C was a company established by division from the Defendant on the part of April 14, 2014, and both the Defendant and C were the companies practically operated by the Plaintiff. The Defendant’s shares prior to the merger were 17.5% of the Plaintiff’s wife D, 17.5% of the Plaintiff’s wife E, 26.3% of the Defendant’s shares, 17.5% of the Plaintiff’s shares prior to dissolution, 5% of D, 17.5% of the Plaintiff’s shares prior to dissolution, e, and h were each owned by 5% of the Plaintiff’s shares, other than the Plaintiff. 2) As the Plaintiff was negligent in the operation of the said family and the said company from around 2012, by giving more attention to the Plaintiff, and as a result, D was promoting the process of remerger the Defendant and C with the representative director without the Plaintiff, and thereby, the merger agreement was concluded between the Defendant and C.

3) After that, the minutes of the extraordinary shareholders’ meeting were prepared on March 28, 2017, stating that “the Defendant held a general shareholders’ meeting on March 28, 2017 and passed a resolution to approve the merger agreement of this case while all the shareholders, including the Plaintiff, were present. In fact, no notice was given to the Plaintiff, and the Plaintiff did not appear at the above general shareholders’ meeting. 4) Meanwhile, the Plaintiff did not have received prior notice or participated in the meeting of shareholders of C, which is subject to approval of

[Ground for recognition] Unsatisfy

2. According to Articles 522(1) and (3) and 434 of the Commercial Act, when a corporation merges with another corporation, the company shall prepare a merger contract and the general meeting of shareholders.

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