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(영문) 부산지방법원동부지원 2016.11.18 2016가합100149
주주총회결의부존재확인 등
Text

1. All of the plaintiffs' claims are dismissed.

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

Reasons

1. Facts of recognition;

A. The Defendant is a company established for the purpose of marine leisure sports business, etc., and the total number of issued stocks as of October 19, 201 is 10,000 shares.

B. As of June 30, 2014, the Defendant’s register of shareholders, among the shares 100,000 shares issued by the Defendant, Plaintiff B was registered as holding 76,00 shares, E 12,00 shares, J 6,00 shares, and K 6,00 shares, respectively.

(However, the plaintiff B, J, and K transferred and donated shares as described in paragraph (1)(c).

1) On April 3, 2014, J transferred 6,00 shares out of the shares issued by the Defendant to D. K donated 6,000 shares issued by the Defendant to F on April 10, 2014. (ii) Plaintiff B, on June 4, 2014, transferred 10,00 shares out of the shares issued by the Defendant to G, 8,00 shares out of the shares issued by the Defendant, and 6,000 shares out of the shares issued by the Defendant to Plaintiff A.

On November 13, 2015, the Defendant held a temporary general meeting of shareholders and passed a resolution to appoint D, G, E, F, H, and I as a defendant in-house director (hereinafter “resolution of the instant general meeting of shareholders”).

E. On December 4, 2015, the Defendant held a board of directors and passed a resolution to appoint D as the Defendant’s representative director (hereinafter “resolution of the board of directors on December 4, 2015”).

F. On December 16, 2015, the Defendant held a board of directors to issue new shares of 300,000 common shares (hereinafter “resolution of the board of directors on December 16, 2015”) and passed a resolution to issue new shares of 300,00 common shares (hereinafter “resolution of the board of directors”).

G. On March 30, 2016, the Defendant held a general shareholders’ meeting to amend the Defendant’s articles of incorporation, a resolution to dismiss H from the Defendant’s director, a resolution to dismiss L from the Defendant’s auditor, and a resolution to appoint I as the Defendant’s auditor (hereinafter collectively referred to as “resolution of the general shareholders’ meeting on March 30, 2016”).

A. [In the absence of dispute over the grounds for recognition, Gap evidence 1, Eul evidence 2-1, 2, Gap evidence 3-1, 2-2, Gap evidence 4-1, 7, 8, Eul evidence 1, 2, Eul evidence 4-1, 4-2, and the purport of the whole pleadings.

2. Summary of the parties' arguments

A. The gist of the plaintiffs' assertion is the plaintiff B's own owner.

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