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1. Verification of the absence of the resolution of the general meeting of shareholders against the defendant C corporation of the plaintiff that was changed in exchange at the trial.
Reasons
Basic Facts
Plaintiff
A, “The Defendant Company held a temporary general meeting of shareholders on November 24, 201 at the meeting room of its head office on November 24, 2011, while the Plaintiff was present at the above temporary general meeting of shareholders, and the resolution to elect G, H, I, and J as a director of each in-house director of the Defendant Company (hereinafter “resolution of the first general meeting of shareholders”) was completed.”
G, H, I, and J elected as a director by the resolution of the first general meeting of shareholders on November 24, 201, held the board of directors at the meeting room of the head office on November 24, 201, and the said board of directors held a resolution to elect G as the representative director of the Defendant company (hereinafter “the resolution of this case”).
G on November 28, 201, based on the resolution of the first general meeting of shareholders and the resolution of the board of directors of the instant company, on November 24, 201, the corporate register of the Defendant Company: (a) Plaintiff A and K retire from office as director and representative director of the Defendant Company; and (b) Plaintiff B and Defendant D retire from office as director on the same day; and (c) on November 24, 201, G completed registration of change of appointment as director and representative director of the Defendant Company as of November 24, 201.
On the other hand, on December 1, 201, the Defendant Company reported the content of shareholders change that Defendant D owned 36,00 shares of the Defendant Company, Defendant E and F respectively 12,00 shares of the Defendant Company.
G prepared the minutes of a provisional shareholders’ meeting to the effect that, on April 6, 2012, in the capacity of the representative director of the Defendant Company, a resolution was made to change Article 5 of the Articles of incorporation of the Defendant Company to “200,000 shares to be issued by the Defendant Company” (hereinafter referred to as “resolution of the second shareholders’ meeting”) while two shareholders among the three shareholders attend the meeting.
G, H, I, and J, on April 9, 2012 in accordance with the resolution of the second general meeting of shareholders, decided to hold a board of directors on April 14, 2012 and issue 65,000 new shares (price 5,00 per share) in the manner of shareholders allocation, and Defendant.