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(영문) 서울고등법원 2019.01.17 2018나2035750
주주총회결의취소의 소
Text

1. Revocation of the first instance judgment.

2. Of the instant lawsuit, D at the provisional shareholders’ meeting held on September 18, 2015 by the Defendant.

Reasons

1. The grounds for this part of the underlying facts are stated in the relevant column of the judgment of the court of first instance.

(Article 420 of the Civil Procedure Act). 2. The reasons why the court rendered a judgment on the defense prior to the merits are as stated in the corresponding column of the judgment of the court of first instance, except where the following is added or changed:

(The main text of Article 420 of the Civil Procedure Act). The 7th Haf-8th Haf-8th Hafi in the judgment of the court of first instance shall be made as follows.

A person who is registered as a shareholder in the register of shareholders under the relevant legal principles and the Commercial Act is presumed to be a shareholder of the company. In order to reverse this, he/she bears the burden of proving the denial of the shareholder's rights.

(1) Article 335(1) of the Commercial Act provides that “A person who acquires shares upon approval by the board of directors in relation to the transfer of shares may transfer the shares to another person: Provided, That the company may obtain approval by the board of directors with respect to the transfer of the shares so issued, as prescribed by the articles of incorporation,” and Article 335-7(1) of the Commercial Act provides that “A person who acquires shares upon approval by the board of directors with respect to the transfer of shares may request the company to approve the transfer of the shares in writing stating the type and number of the shares.”

Furthermore, according to Article 335-7(2) of the Commercial Code, the company shall notify the person who acquired the shares within one month from the date of the above request in writing of the approval, and if the company fails to give notice of rejection within that period, it shall be deemed that the approval of the board of directors is granted for the transfer of

The purport of the proviso of Article 335(1) of the Commercial Act is that the corporation system assumes the free transfer of shares in its purport, but in the case of a small-scale or closed corporation, it is.

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