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(영문) 서울중앙지방법원 2017.12.21 2017가합22921
주주총회결의무효확인
Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. At the time of February 2014, the Plaintiff was the Defendant’s representative director and 100% shareholder on the register of shareholders.

B. On March 6, 2014, in collusion with F, etc. on or around March 6, 2014, “E is a shareholder holding 21,00 shares in the Defendant’s shares. G corporation, the representative director of which was E, is a shareholder holding 9,00 shares in the Defendant’s remaining shares; H, as if the shareholder owns 9,00 shares in the Defendant’s shares, the list of shareholders was prepared; E and H attended the Plaintiff, the inside director, and C, who are the representative director, were dismissed from the inside director, and appointed E as a director and the representative director; E were issued to the attorney in charge of the notarial act in the International Joint Law Office and exercised the minutes, using them, and completed registration of appointment as the Defendant’s representative director

“The above judgment became final and conclusive on March 15, 2017, on December 8, 2016, as Seoul Central District Court 2016No3565, which was convicted of a fine of KRW 2 million.

C. On October 7, 2014, the Plaintiff prepared a power of attorney with the purport that “The Plaintiff shall delegate C the exercise of authority held by the Defendant as a shareholder of the Defendant and allow C to take all necessary measures for the Defendant’s management.”

On October 8, 2014, the Defendant held the temporary general meeting of shareholders in this case and passed a resolution to appoint C, D as internal directors, and C as representative directors, respectively.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 2, 4 through 6, 15 (including branch numbers in case of additional number), Eul evidence Nos. 3-2 and 4, the purport of the whole pleadings

2. Determination as to the cause of action

A. The Plaintiff’s assertion 1 E is null and void, in collusion with F, by forging a stock transfer contract, by preparing a false list of shareholders and a minutes of a provisional shareholders’ meeting, and by taking office as a representative director, since C succeeds to the representative director’s position. As such, C’s representative director is also appointed.

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