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(영문) 춘천지방법원 속초지원 2018.05.31 2017가합30339
주주총회결의취소
Text

1. The written resolution of all shareholders in lieu of the special shareholders' meeting on July 27, 2017 by the defendant is recorded in the attached Form.

Reasons

1. Basic facts

A. On May 10, 2016, D Co., Ltd. acquired the entire shares 2,000 shares issued by Defendant Co., Ltd. and held the title trust to E, and E was appointed as an internal director of Defendant Co., Ltd. on May 16, 2016.

(No. 16) No. 16

Since then, on January 13, 2017, E drafted a share transfer contract stating that “E transfers 1,000 shares of the Defendant Company to the Plaintiff and notifies the Defendant Company of the fact.”

(A) Evidence 1. (c)

On January 20, 2017, the Plaintiff prepared a list of shareholders stating that “The Plaintiff and E are holding 1,000 shares of each of the Defendant Company as of January 20, 2017,” by means of a written resolution by all of the shareholders (the Plaintiff and E).

(No. 18) d.

On May 1, 2017, the Plaintiff and E were appointed as joint representative director of the Defendant Company through a written resolution by all shareholders (Plaintiff and E). Around that time, the list of shareholders stating that “The Plaintiff and E currently hold 1,000 shares of each Defendant Company as of May 1, 2017.”

(A) evidence of heading 3.e.

On July 27, 2017, E rendered a written resolution in lieu of a resolution of a temporary general meeting of shareholders, as shown in the attached Form, to the effect that “Plaintiff and E are dismissed from inside directors of the Defendant Company and appoint the Intervenor, F, G, and H as an intra-company director” (hereinafter referred to as “in-house director”), as shown in the attached Form, on the premise that he/she is a single shareholder of the Defendant Company.

(B) On September 21, 2017, the Plaintiff filed the instant lawsuit on September 21, 2017, prior to the lapse of two months from the time of the said resolution.

【Recognizing that the stamp image on the document was based on the seal of E and the defendant company by the testimony of E (excluding parts rejected in the front and rear) and that the document was based on the seal of E and the entire document, Gap's shares transfer and takeover contract, and the register of shareholders as of May 1, 2017, and defendant company.

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