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1. All of the plaintiff's claims are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. The defendant is a juristic person established for the purpose of foreign exchange brokerage under the Foreign Exchange Transactions Act. The plaintiff is a shareholder who holds 306,000 shares out of the total shares issued by the defendant at the time of the general meeting of shareholders of this case, and D is a representative director of the defendant and a shareholder who holds 164,00 shares out of the total shares issued by the defendant at the general
B. On February 29, 2016, the Plaintiff and D acquired the Defendant’s shares, and entered into an agreement between the new shareholder (hereinafter “investment shareholder”) and the shareholder. The main contents thereof are ① The Plaintiff and D are referred to as “major shareholder”; ② A major shareholder may exercise against the investment shareholder the right to demand that all of the Defendant’s shares held by the investment shareholder be sold at the ratio of 2:3 to D and the Plaintiff when he/she retires from the Defendant company (hereinafter “stock purchase option”). ③ Investment shareholders should sell shares subject to the stock purchase option at the ratio of 2:3 within two months from the date of receipt of the notice of exercising the stock purchase option (hereinafter “investment option”).
C. On March 11, 2019, the Defendant’s board of directors made a resolution to include the following items in the subject matter of the instant general meeting of shareholders: (a) the subject matter of the instant general meeting of shareholders as indicated in the following list of bills (hereinafter “instant list of bills”).
(hereinafter the Defendant’s board of directors held on March 11, 2019 referred to as “the instant board of directors,” and the resolution of the board of directors adopted on the same day is referred to as “the instant resolution of the board of directors,” respectively.
On March 26, 2019, the Defendant held a general meeting of shareholders on March 26, 2019 and resolved to approve all of the agenda items entered in the instant bill list.
No. 1 Amendment of the articles of incorporation
(a) New provision on the ground of allocation to a third party of new shares to the employee stock ownership association;
(b) an amendment to the articles of incorporation for adopting the centralized voting system related to the appointment of directors;
(c) Cases of a change in the number of directors and appointment of directors under subparagraph 2;
(a) E.