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(영문) 서울남부지방법원 2019.06.28 2018가합102141
주식소유권확인 등 청구의 소
Text

1. Of the instant lawsuit, the part on the claim for confirmation of shareholder's rights against Defendant C is dismissed.

2. The plaintiff and defendant D.

Reasons

1. Facts of recognition;

A. The Defendant Company is a company established for the purpose of the content supply and distribution business, and the total number of shares issued by the Defendant Company is 60,000 (the par value per share 5,000) and the Plaintiffs were 30,000 shareholders of each of the shares in this case, and Defendant D was working as the representative director of the Defendant Company from April 1, 2016 to January 9, 2018.

B. On March 20, 2017, Defendant D, even though there was no fact that the Plaintiffs received the instant shares from the Plaintiffs, prepared a report on the tax base of transfer income, a payment statement, and a securities transaction tax base return with the purport that “the Plaintiffs transfer the instant shares to Defendant D,” and submitted it to the Daejeon Tax Office and the Masan Tax Office, thereby changing the name of the shareholders of the instant shares in the name of Defendant D.

C. Around January 10, 2018, Defendant D omitted the procedure for convening the general meeting of shareholders with the written consent of all shareholders (Defendant D) pursuant to Article 363(5) and (6) of the Commercial Act, and prepared a written resolution in lieu of a resolution of the special meeting of shareholders, to the effect that “Defendant D, as the representative director and inside director of the Defendant Company, resign and appoint E” (hereinafter “instant resolution”). The written resolution was completed on January 11, 2018 according to the said written resolution.

[Ground of recognition] Unsatisfy, entry of Gap evidence 1 to 6, purport of whole pleadings

2. Determination

A. Of the instant lawsuit, the Plaintiffs filed a claim against the Defendant Company to seek the implementation of the procedures for share transfer, along with a claim for confirmation of shareholders’ rights, so long as the Plaintiffs are demanding the Defendant Company to demand the performance of the procedures for share transfer under the premise that the Plaintiffs have a shareholder’s rights against the Defendant Company, there is no benefit to seek confirmation that the Plaintiffs have a shareholder’s right.

Therefore, the plaintiffs' lawsuits against the defendant company in this case are important.

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