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(영문) 서울북부지방법원 2014.07.09 2013가합20254
주주총회등 무효확인
Text

1. Claim for confirmation of invalidity of transfer of shares in the instant lawsuit, and claim for confirmation of invalidity of the resolution by the board of directors on August 9, 2012.

Reasons

1. Basic facts

A. The Plaintiff married with C on July 28, 2010, and the Defendant is a family company with the total amount of KRW 200 million established on April 12, 201.

At the time of the establishment of the defendant, D, the plaintiff and his principal and Eul's reference, had 10,000 shares of the company, each of 50% of the shares of the company, and the representative director, D, the director, the plaintiff's mother, and C's mother, respectively, were registered as the auditor.

B. Of the shares issued by Defendant 20, 200 shares, 2,000 shares owned by the Plaintiff and 4,000 shares owned by the Plaintiff were transferred in the name of C on September 16, 201, and the said facts were reported to the competent tax office on March 27, 2012.

C. A resolution to appoint C directors at the Defendant’s temporary general meeting held around 09:00 on September 16, 201 was passed, and the Defendant’s board of directors held around 10:00 on the same day passed a resolution to move the head office to the first floor of the F building in Jung-gu, Seoul (registration in the corporate register on September 19, 201), and C filed a divorce lawsuit and division of property against the Plaintiff on July 24, 2012.

Seoul Family Court (Seoul Family Court 2012ddan61301).

On August 9, 2012, the defendant held a board of directors on August 10, 2012, when D and C were present, and resolved to dismiss the plaintiff from the representative director and to appoint D as the representative director.

E. On September 28, 2012, around 10:30 on September 28, 2012, at the Defendant’s provisional shareholders meeting held by the Plaintiff (8:00 shares) against the Plaintiff (8,00 shares) and D and C, who are the remaining shareholders, were adopted.

F. On October 29, 2012, the Plaintiff was sentenced to a suspended sentence of two years for six months (Seoul Eastern District Court 2012dan2263), and the said judgment became final and conclusive on November 6, 2012.

On November 22, 2012, the Plaintiff was sentenced to one year of suspended sentence and one year of suspended qualification for committing the crime of aiding and abetting the violation of the Protection of Communications Secrets Act (Seoul Northern District Court Decision 2012Da2298), and the said judgment was finalized on November 30, 2012.

G. On October 16, 2013, the Defendant held a board of directors at the attendance of D, C, and E around 10:0 on October 16, 2013 (the director D was convened).

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