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(영문) 서울고등법원 2016.02.05 2015나2011449
주주총회결의무효확인
Text

1. Revocation of a judgment of the first instance;

2. A resolution of the general meeting of shareholders that the Defendant appointed H as a director and I as an auditor on August 7, 2009.

Reasons

1. Basic facts

A. On March 7, 1991, the Defendant was established with the trade name “L Co., Ltd.” (hereinafter “L Co., Ltd.”) as of March 7, 1991. The Defendant’s trade name was registered as “M Co., Ltd.” on the Defendant’s corporate register as of April 11, 2008, and as of November 17, 201, respectively, as of November 17, 201. The Defendant registered dissolution pursuant to Article 520-2(1) of the Commercial Act on December 2, 2004, and accordingly, the registration of N Co., Ltd. (Dissolution of Dormant Company) was cancelled as of December 2, 2004.

3) On May 30, 2007, the registration of the Defendant’s “Continuation of company as of May 29, 2007” was completed, and on the same day, the registration of the liquidator, the registration of the director and the representative director, the registration of the director Q, the registration of the appointment of office, and the registration of the appointment of the auditor. (B) On December 31, 1997, the Defendant’s shares (total number of shares issued) around December 31, 1997, around 61,600 shares of the Defendant (hereinafter “the total number of shares issued”) owned 220,00 shares, X owned 40 shares, Plaintiff B, C, D, E, E, and F owned 40 shares, respectively.

2) The above ownership relationship of the Defendant’s shares was maintained until the registration of dissolution of the Defendant on December 2, 2004 was completed. (c) The status of transfer of the Defendant’s shares after the registration of continuation of a company 1) P, S’s transfer of shares (A), T, W, and Korea Human Resources Development Institute for Human Resources Development (hereinafter “Korea Human Resources Development Institute for Human Resources Development”).

On April 18, 2008, U entered into a transfer contract with P, S and Defendant’s shares (the total number of outstanding shares at that time) respectively, and C took over 42,600 shares in total, 156,200 shares in W, and 85,200 shares in Hanwon Human Resources Development Institute, respectively.B) on July 3, 2008, U entered into a transfer contract with T, W, Hanwon Human Resources Development Institute and Defendant’s shares (the total number of outstanding shares at that time 284,00 shares) respectively, and acquired 42,60 shares in W, 85,200 shares from W, and 85,200 shares from Hanwon Human Resources Development Institute and acquired 213,00 shares in total.

C) U is due to W on December 23, 2009 and Defendant’s shares (the par value split registration of July 8, 2008).

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