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(영문) 수원지방법원 2015.09.18 2014가합72275
회사에 관한 소송
Text

1. The Defendant:

A. There is no resolution set forth in the [Attachment 1] list at the temporary shareholders’ meeting held on October 30, 2014.

Reasons

1. Basic facts

A. On January 24, 200, the Defendant held 10,000 shares issued as a company established on January 24, 200 for accommodation business (former trade name: C Co., Ltd.) and held 6,00 shares, and 4,00 shares, E respectively.

B. On March 7, 2013, the Plaintiff entered into a corporate transfer and takeover agreement with D, which provides that the Defendant’s representative director shall acquire 6,000 shares of the Defendant and 4,000 shares of the Defendant owned by E in KRW 700 million (hereinafter “instant corporate transfer and takeover agreement”), and completed the transfer of ownership in the name of the Plaintiff as to 6,00 shares of D around November 6, 2013.

C. On the other hand, the minutes of the temporary general meeting of shareholders held on October 30, 2014, including the fact that F is appointed as an internal director, were prepared by the minutes of the temporary general meeting of shareholders held on the list of inside directors D and F, and that D is appointed as an internal director, the minutes of the temporary general meeting of shareholders held on November 13, 2014, and each of the above minutes was prepared without holding a temporary general meeting of shareholders without undergoing the convocation procedure for shareholders.

[Ground of recognition] Unsatisfy, Gap evidence Nos. 1 through 4, and 9 (including each number in case of a tentative number), the purport of the whole pleadings

2. In a case where there is a serious defect in the minutes of a general meeting of shareholders, such as preparing a false minutes of a general meeting of shareholders without undergoing the actual convocation procedure and the meeting procedure, a resolution of the general meeting of shareholders shall be deemed nonexistent.

(See Supreme Court Decision 91Da5365 Decided September 22, 1992, 93Da36097, 36103 Decided March 25, 1994, and 2003Da9636 Decided August 16, 2004, etc.). According to the above facts of recognition, each resolution of the general meeting of shareholders dated October 30 and November 13, 2014 by the respective general meeting of shareholders as of October 30, 2014, has a serious defect in the convocation procedure or method of resolution to the extent that such resolution of the general meeting of shareholders cannot be deemed to exist.

As such, each general meeting of shareholders is held.

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