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Reasons
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(영문) 춘천지방법원강릉지원 2017.04.04 2016가단4675
주식양도 양수계약 무효확인
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1. A transfer agreement between the Defendants on the shares listed in the separate sheet dated 21, 2014 is null and void.

Reasons

1. Basic facts

A. The Plaintiff was established on July 14, 201 as a company engaging in gas sales charging business, etc.

B. On November 21, 2014, Defendant C entered into a share acquisition agreement with D, a joint representative director of the Plaintiff, on 5,016 share shares issued by the Plaintiff (hereinafter “instant share”).

(hereinafter “instant stock transfer contract”). C.

At the time of the instant share transfer contract, Defendant C did not obtain the approval of the board of directors. Article 12 of the Plaintiff’s articles of incorporation states that “The shareholder may transfer the shares with the approval of the board of directors.”

[Ground of recognition] Evidence Nos. 1, 2, 6, Eul Nos. 1 and 2, the purport of the whole pleadings

2. As a matter of principle, Article 335(1) of the Commercial Act provides that “However, the company may obtain the approval of the board of directors concerning the transfer of shares issued under the conditions as stipulated by the articles of incorporation,” and Article 335(2) of the same Act provides that “in a case where the transfer of shares is made without the approval of the board of directors, the transfer of shares without the approval of the board of directors shall have no effect on the company.” Accordingly, the transferee cannot assert that the company is a shareholder of the transferor and the transferee, regardless of the fact that the effect of the transfer of shares is recognized in a case where the transfer of shares is made without the approval of the board of directors.”

However, as seen earlier, it is reasonable to view that the transfer contract of this case is null and void for the company, as seen earlier, when the Defendants did not obtain the approval of the board of directors.

3. According to the conclusion, the plaintiff's claim of this case is accepted on the grounds of its reasoning, and it is so decided as per Disposition.

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