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(영문) 대구지방법원김천지원 2014.05.30 2012가합1965
주주총회결의 무효
Text

1. The Defendant’s dismissal of internal directors against the Plaintiff on August 25, 2010 and the appointment of internal directors against C, and the audit of D.

Reasons

1. The following facts do not conflict between the parties, and the authenticity of Gap evidence Nos. 1, 2 (including each number; hereinafter the same shall apply), and Gap evidence Nos. 3 and 4 (which does not conflict with H and C’s stamp image part), and the authenticity of the whole document is presumed to be established. The defendant defense that each of the above documents was forged by the plaintiff, but the witness C’s testimony corresponding thereto is difficult to believe, and there is no other evidence to prove it), Gap evidence Nos. 9, 12, and Eul evidence Nos. 7, 8, 11 and 12, and all of the arguments and arguments can be acknowledged.

Around July 2010, the Defendant invested 20,000 shares as a company established by C for real estate development projects, and around July 201, the shareholders were I (4,400 shares), H (6,400 shares), and C (9,200 shares).

B. On July 29, 2010, the Defendant appointed the Plaintiff as an intra-company director by a resolution of a special general meeting of shareholders on July 29, 2010. Around that time, the Defendant drafted a share transfer contract with the effect that both H’s 6,400 shares and C’s 9,200 shares were transferred to

C. On August 25, 2010, the Defendant dismissed the Plaintiff from office as an internal director, and made a written resolution by all shareholders appointed C as an internal director and D as an auditor (hereinafter “instant written resolution”), and the shareholders who made the said resolution were I, H, and C.

On January 17, 2012, the Defendant held a temporary general meeting of shareholders, attended by shareholders I, H, and C, and appointed E, F, and G as internal directors at the above temporary general meeting of shareholders.

(hereinafter “the instant resolution on the extraordinary general meeting”). On the same day, the Defendant held the board of directors without the consent of all directors, without the convocation procedure, and the board of directors E was appointed as the representative director.

(hereinafter “the instant resolution by the board of directors”). 2. The parties’ assertion

A. The Plaintiff asserted that he was appointed as the Defendant’s intra-company director, and transferred 15,600 shares of H and C, and paid the securities transaction tax on August 20, 2010. As such, the Plaintiff without the convocation procedure against the Plaintiff.

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