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(영문) 부산고등법원 2017.06.01 2017나162
주주총회결의무효확인
Text

1. The defendant's appeal is dismissed.

2. The defendant bears the costs of appeal between the plaintiffs and the defendant.

Reasons

1. The reasoning of the court's explanation concerning this case is as follows. The fourth Eth of the judgment of the first instance is as follows.

Along with the addition of the grounds that maintain the conclusion of the judgment of the court of first instance after closing a claim, it is identical to the reasoning of the judgment of the court of first instance, and thus, it shall be quoted in accordance with the main sentence of Article 420 of the Civil Procedure Act.

【Supplementary Use】

E. The judgment 1) E was indicted due to occupational breach of trust, etc. on the ground that the Defendant Company’s property was arbitrarily disposed of. On November 17, 2016, the Daejeon District Court sentenced the suspension of execution to E on three years and six months (Seoul District Court Decision 2016Gohap14, 290 (merged)). Although E appealed appealed, the appeal was dismissed on May 19, 2017 (Seoul High Court Decision 2016No454). The Plaintiff filed a lawsuit for the delivery of shares against E and F on April 28, 2015.

On December 14, 2016, the Ulsan District Court rendered a judgment that “The Plaintiff and E engaged in the business and established and operated the Defendant Company.” On July 1, 201, E drafted a share sales contract under the Plaintiff’s name without the consent of the Plaintiff A, and thus, the share sales contract is null and void. The Plaintiff A and F did not dispute the fact that the beneficial shareholder of F’s shares are Plaintiff A is the beneficial shareholder. As such, there is no dispute between Plaintiff A and F on the fact that the beneficial shareholder of F’s shares are Plaintiff A, among the registered non-listed shares (the face value of KRW 10,00 per share) issued by the Defendant Company, the 3,150 shares in the name of E and 700 shares in the name of F.”

(Ulsan District Court 2015da9973). E appealed and is currently pending in a trial.

(Ulsan District Court 2017Na339) The Defendant’s Intervenor asserts that the defect was cured since the Defendant Company’s shares in the name of the Plaintiffs were trusted in trust to the Plaintiffs, and beneficial shareholders E and the instant general assembly resolution was adopted by E, a single shareholder.

In a case of issuance of shares, only shareholders registered on the register of shareholders can exercise shareholders' rights in relation to a company with more than one shareholder recorded on the register of shareholders.

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