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(영문) 대전고등법원 2016.04.04 2014나11190
회사에 관한 소송
Text

1. The part concerning the conjunctive claim in the judgment of the first instance shall be revoked;

2. The defendant's general meeting of shareholders dated August 9, 2012 is limited.

Reasons

1. Basic facts

A. The Defendant Company is a company with the objective of solar energy, thermal energy system design, and manufacturing.

Before a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) was held on August 9, 2012 by Defendant Company, the Plaintiff was performing his duties as the representative director and in-house director of Defendant Company.

B. D demanded that the Plaintiff convene an extraordinary general meeting of shareholders on June 29, 2012 as a shareholder of the Defendant Company, but the Plaintiff did not comply therewith.

D applied for permission to convene a temporary general meeting of shareholders (hereinafter referred to as “permission to convene the instant general meeting”) as Daejeon District Court 2012 non-conforming34.

Accordingly, the above court accepted D’s application on July 23, 2012, and rendered a decision to permit the convening of the general meeting of shareholders of this case where “in-house directors AE, other non-executive directors FG, dismissal of auditors and appointment of ex officio directors and auditors of the dismissed directors and auditors” as the subject of the meeting (hereinafter “instant subject”).

C. According to the above decision on July 26, 2012, D received 30,00 shares from I during the first half of 2012, but did not reflect the above 30,00 shares in the register of shareholders, D appears to have received 30,00 shares from I during the first half of 2012, but did not consider I as shareholders in the list of shareholders, and D seems to have received 21,10 shares of the Korea Research Institute of Bioscience and Technology (General Shares 21,100 shares), J (General Shares 7,50 shares), I (General Shares 30,00 shares holding), and I (General Shares 30,00 shares holding), and D seems to have received 30,00 shares from I in the register of shareholders.

However, even if a share transfer was made before the issuance of share certificates, it is effective for the company when six months have elapsed since the incorporation of the company, so the transferee becomes a shareholder of the company regardless of whether the transfer was entered in the register of shareholders (see Supreme Court Decision 9Da67529, Mar. 23, 200). D is a shareholder holding 50,000 shares of I, including up to 30,00 shares of I.

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