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(영문) 서울고등법원 2018.08.17 2017나2067316
주주총회결의무효확인
Text

1. Revocation of the first instance judgment.

2. All the lawsuits against the plaintiff's primary and conjunctive claims shall be dismissed;

3...

Reasons

Basic Facts

On October 13, 2003, the defendant was established for the purpose of construction business, real estate leasing business, etc., the capital of 50 million won at the time of its establishment, and the total number of issued stocks was 10,000 shares. On June 14, 2005, the defendant changed the capital of 50 million won, the total number of issued shares was 10,000 shares.

The plaintiff, along with D on February 16, 2006, was appointed as a joint representative director of the defendant company on March 27, 2008, and simultaneously appointed as a joint representative director of the defendant company with D on the same day.

At the time of 2006, the plaintiff, F, D (F's wife), G (F's husband) and H (E's husbands) were registered as holding 20,000 shares respectively.

After all, G transferred the above shares 20,000 shares to J on January 2, 2009, and at the time of 2009, the register of shareholders was registered as the Plaintiff, F, D, J, and H owned each 20,00 shares.

4. Defendant A (the Plaintiff in this case) transfers all the shares (at least 20 per cent) of Defendant C (the Defendant in this case), and Defendant F transfers all the shares (at least 20 per cent) of Defendant F, Nonparty G, and D Co., Ltd. to the Plaintiff (E) and implements the transfer procedure against Defendant C.

5. The plaintiff (E) shall submit to the defendant A and F a written waiver of the claim for share transfer to the defendant A and F of the non-party H.

6. Paragraphs 4 and 5 shall be simultaneously implemented.

E filed a lawsuit against the Plaintiff, the Defendant, and the F (Seoul Central District Court 2010Kahap124927) against the Plaintiff, the Defendant, and the F (Seoul Central District Court 2010Kahap124927). On September 4, 2013, during the appellate trial of the said lawsuit (this Court 2012Na96320), the conciliation containing the following (hereinafter “instant conciliation”).

Following the instant conciliation, H renounced the Plaintiff and F’s claim for share transfer, and transferred the shares owned by the Plaintiff, F, D, and H to E during the process of transferring the shares to E.

However, the J did not prepare a certificate of stock transfer, and the F knew that at the time of the instant conciliation to E on November 11, 2013, G shares were erroneously adjusted to E, and the J does not constitute conciliation.

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