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(영문) 서울고등법원 2017.07.20 2016나2079855
주주총회결의부존재확인 등
Text

1. The supplementary intervenor does not permit the participation of the plaintiff and the supplementary intervenor.

2. A list of the judgment of the court of first instance as of June 3, 2015.

Reasons

1. Basic facts

A. 1) The Defendant is a stock company established on October 13, 201 for the purpose of real estate sales agency business, construction business, etc., and the total of 60,000 share certificates have been issued until now, and the share certificates regarding the above shares have not been issued. 2) The Plaintiff is a shareholder and auditor of the Defendant, the Plaintiff’s Intervenor (hereinafter “ Intervenor”) is a company engaging in construction business, and the representative director of the Intervenor is the husband of the Plaintiff.

B. On February 27, 2014, the Defendant entered into an agreement on acquisition of business rights between the Defendant and the Intervenor on acquisition of business rights (hereinafter “instant agreement on acquisition of business rights”) with the content that, from the Intervenor on February 27, 2014, the servitude, unregistered buildings, project implementation rights, and building permission rights are transferred to KRW 2.2 billion (hereinafter “instant agreement on acquisition of business rights”).

(2) On March 4, 2014, the Intervenor paid KRW 200 million out of the acquisition price to the Intervenor. (3) Article 4 (Obligation of the Intervenor and the Defendant) of the above Business License Transfer Agreement provides that “The Defendant shall enter the Intervenor’s representative director or a person designated by the Intervenor as the Defendant’s auditor and exchange 9% of the shares, and additionally transfer 51% of the Defendant’s shares to the Intervenor or the person designated by the Intervenor at the time of transfer of the construction permit right: Provided, That the Defendant shall not participate in the business management but has the right to audit. In addition, if the balance of the transfer price is fully paid in cash, the Intervenor shall resign from the audit and shall return 60% of the shares without conditions.” The Intervenor registered the Plaintiff, a representative director of the Intervenor’s representative director as the Defendant’s auditor and designated the Plaintiff as the transferee

C. On April 10, 2014, the Plaintiff concluded a contract to acquire 6,600 shares of common shares issued by the Defendant from L, a representative director and shareholders at the time of the Defendant, and 12,00 shares of common shares issued by the Defendant from J and K, a shareholder of the Defendant at the time of the Defendant, respectively, in accordance with the instant business acquisition agreement.

each of the above contracts.

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