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(영문) 서울고등법원 2018.02.08 2017나2067590
주주총회결의무효확인
Text

1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

The first instance court.

Reasons

1. The reasons why the court should explain in this judgment are as stated in the reasoning of the judgment of the court of first instance except for the cases where a part of the reasoning of the judgment of the court of first instance is changed as stated in the reasoning of the judgment of the court of first instance, and thus, it shall be cited by the main sentence of Article 420 of the Civil Procedure

2. Parts to be dried;

(a) Part II of the judgment of the first instance court stated that “B. at the time of incorporation of the Defendant Company, E has accepted all 1,000 shares (1,000 shares per share).”

B. The third third part of the judgment of the court of first instance was stated by adding "the plaintiff constitutes not the shareholder of the defendant company, but a person who has no legal interest, and thus there is no legal interest in seeking confirmation of non-existence of the resolution of this case. Therefore, the lawsuit of this case must be dismissed."

(c) Forms 3, 4, and 20 of the decision of the first instance shall be followed by the following:

A person shall be appointed.

B. Unless special circumstances exist, a person who is legally entered in the register of shareholders in the register of shareholders may exercise shareholder rights, such as voting rights, in relation to the company, and the company also cannot deny the exercise of shareholder rights by shareholders on the register of shareholders, regardless of the existence of another person other than a shareholder on the register of shareholders or of another person who actually acquired or intended to acquire shares, and cannot deny the exercise of shareholder rights by those who did not complete the registration on the register of shareholders.

Therefore, in a case where a person who acquires or intends to acquire shares takes over or acquires shares of a company by lending another person's name, and such another person's name establishes the existence of another person who actually acquired or intended to take over shares, only shareholders on the register of shareholders can exercise shareholders' rights in relation to the company, and thus, shareholders on the register of shareholders can exercise shareholders' rights against the company.

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