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(영문) 대전고등법원 2020.07.09 2020나10433
주주총회결의부존재확인등
Text

1. Of the judgment of the court of first instance, items 1 and 2 set forth in the [Attachment Nos. 1 and 5] set forth in the ordinary shareholders’ meeting held on March 28, 2019 and items 5.

Reasons

Basic Facts

In addition, the court's explanation on this part of the plaintiffs' arguments is as stated in the corresponding part of the judgment of the court of first instance (as stated in Part 15, No. 2, No. 10, and No. 6, the corresponding part of the judgment of the court of first instance). Thus, we accept it pursuant to the main sentence of Article 4

The reasons why the court should explain about this part of the claim of the judgment on the defense of this safety are as stated in the corresponding part of the judgment of the first instance (Articles 17 through 8, 9). Thus, this part is accepted in accordance with the main sentence of Article 420 of the Civil Procedure Act, since it is stated in the corresponding part of the judgment of the first instance (Article 6 of the judgment of the first instance).

Plaintiff

It is limited to shareholders, directors, and auditors who can file a lawsuit for the cancellation of the resolution of the general meeting of shareholders of the defendant's assertion that the defendant's assertion of qualified non-existence of existence is limited to shareholders, directors, and auditors. The defendant's new shares 18,000 shares issued on August 10, 201 are only issued with the defendant's funds, and there is no acquisition and payment

Therefore, the plaintiffs who purchased the above new shares and claimed as the shareholders of the defendant do not constitute the shareholders entitled to file a lawsuit seeking revocation of the resolution of the general shareholders' meeting.

This is presumed to be a shareholder of the company, which is registered as a shareholder in the register of relevant legal principles, and in order to reverse this, there is a burden of proof to deny the shareholder's rights.

In order to recognize that shareholders' rights cannot be exercised lawfully in relation to the company, even though they are shareholders listed on the register of shareholders, it is insufficient to find that a third party, not shareholders listed on the register of shareholders, has paid the acquisition price of shares. In light of the internal relationship between the third party and shareholders listed on the register of shareholders, the details and purpose of the acquisition of shares and the registration on the register of shareholders, and the contents of exercise of rights as shareholders after the registration on the register of shareholders, shareholders listed on the register of shareholders

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