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Reasons
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(영문) 서울고등법원 2016.01.21 2015나2027406
주주총회결의부존재 확인 등
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1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1..

Reasons

1. Basic facts

A. On November 15, 2013, the total number of the Defendant’s outstanding shares was 60,000 shares, and C, the Defendant’s representative director, owned the entire shares, and the Defendant’s shares were not issued at the time.

B. Transfer contract 1 on Defendant Stock Co., Ltd. (hereinafter “Defendant Stock”) was changed to New Company on April 3, 2015;

hereinafter referred to as "Plaintiff Company"

() On November 15, 2013, Plaintiff A agreed to purchase the Defendant’s shares of 11,400 (the total number of outstanding shares) in the Plaintiff Company’s name, the Defendant’s shares of 19,200 (32% of the total number of issued shares) in the Plaintiff’s name. The total purchase price shall be KRW 90 million, the down payment of KRW 100 million and the intermediate payment of KRW 300 million shall be paid on the date of the contract, and the remainder of KRW 300 million shall be paid within two weeks, and KRW 200 million in the second intermediate payment, and KRW 300 million in the remainder of KRW 40 million shall be paid within 6 months, and KRW 300 million in the transfer of the said shares shall be paid KRW 400 million from the Plaintiff Company in accordance with the above sales contract, and the Defendant maintained transfer of shares in the Plaintiff Company’s name under the Plaintiff Company’s name.

3) Meanwhile, on January 16, 2014, F entered shares equivalent to 61% of the total number of shares issued by the Defendant (the number of shares transferred under the contract is “48,000 shares”) with C, but it appears that the subject matter of transfer is 36,600 shares equivalent to 61% of the total number of shares issued by the Defendant.

(C) On January 16, 2014, the Defendant’s general meeting of shareholders and the board of directors adopted a resolution to dismiss intra-company directors A and intra-company directors G who are the representative director at the temporary general meeting of shareholders on January 16, 2014, and appoint E, H, and I as each intra-company director.

The first general meeting of shareholders is called 'the first general meeting of shareholders'.

In the minutes of the first general meeting of shareholders, the defendant.

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