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1. Of the Plaintiff’s primary claims, a resolution of the general meeting of shareholders on November 21, 2016 and the board of directors on October 18, 2017, as indicated in attached Table 2.
Reasons
1. Basic facts
A. 1) The Defendant is a company running a wedding business, etc. with capital of KRW 250,00,000 and total of KRW 50,000 (per share value of KRW 5,000), and the Plaintiff was a co-representative of the Defendant from August 17, 2014 to November 3, 2016, and D is a person who acquired 40,000 shares issued by the Defendant as new shares and became the Defendant’s shareholder on August 27, 2014, and became the Defendant’s shareholder. 2) The Defendant’s shareholder’s roster as of January 10, 2018 is registered as D (40,00 shares), G (4,00 shares), H (2,50 shares), Plaintiff (1,50 shares), 150 I (1,100 shares), 100 shares (1,00 shares), 100 shares (1,00 shares), and J (1) shares.
B. On November 21, 2016, the minutes of the general meeting of shareholders were prepared with the consent of 40,000 shares out of 50,000 shares and the total number of shares issued at the Defendant’s general meeting of shareholders, with the consent of 40,000 shares, wherein E and C were newly appointed as the Defendant’s director. Accordingly, on October 18, 2017, the minutes of the general meeting of shareholders were prepared on November 22, 2016, with the Defendant’s resolution of the general meeting of shareholders as of November 21, 2016, with the consent of 50,000 shares, and accordingly, on October 24, 2017, the registration of the appointment of director of E and C was completed.
C. On November 3, 2016, the Plaintiff filed a lawsuit seeking confirmation of non-existence of the general meeting of shareholders on November 3, 2016, by dismissing the Plaintiff and auditor F, and appointing D and K as each in-house director ( Daegu District Court 2016Gahap207687). On September 21, 2017, the said court rendered a judgment to the effect that the said judgment is revoked on the ground that there was a procedural defect in the convocation of the resolution of the general meeting of shareholders (hereinafter “prior judgment”).
(2) On January 18, 2018, the judgment was finalized on October 11, 2017, and accordingly, on January 18, 2018, the Plaintiff was jointly representative director and internal director, and F was registered to recover its status as auditor.