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(영문) 서울동부지방법원 2020.09.17 2019가합113756
주주총회결의부존재확인 등 청구의 소
Text

Of the instant lawsuit, the part of the claim for confirmation of existence of the resolution of the general meeting of shareholders is dismissed.

The plaintiff's remaining claims.

Reasons

1. The Plaintiff, as to the claim for change of ownership, was donated by the Defendant Company C (hereinafter “Defendant Company”) with shares listed in the separate sheet No. 1 issued by the Defendant Company (hereinafter “instant shares”). As such, the Defendant Company asserts that the Plaintiff is obligated to implement the procedure to open the name in the name of the Plaintiff with respect to the instant shares in the name of the Plaintiff. According to the evidence No. 2, it can be recognized that C entered into a contract with the Plaintiff on November 7, 2019 to donate the instant shares to the Plaintiff on the part of November 7, 2019. However, even if the transfer of shares becomes effective as a matter of principle (Article 36 of the Commercial Act), even if the transfer of shares prior to the issuance of the share certificates is permitted, it is possible to oppose the Defendant Company with the confirmation of the transferor’s transfer of shares pursuant to the method of nominative claim (Article 335(3) of the Commercial Act, Article 450(1) of the Civil Act). As such, the Plaintiff’s claim for removal of share certificates or transfer of shares is difficult.

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