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(영문) 부산지방법원동부지원 2011.12.15 2011가합1452
주주총회결의부존재확인등
Text

1. Of the instant lawsuit, there is no resolution of the special shareholders’ meeting as of September 23, 2010 and the special shareholders’ meeting as of June 20, 201.

Reasons

1. Basic facts

A. On September 4, 2009, I assumed office as the representative director of Defendant B Co., Ltd. (hereinafter “Defendant Company”), and around January 1, 2010, I owned 100% of the shares (10,000 shares) of the Defendant Company.

Defendant Company was established on February 5, 2009, but did not issue share certificates.

(b) Details of the change of the representative director of the defendant company recorded in the corporate register shall be as follows:

(I) POE 209 - Resignation on May 6, 2010, - J - Removal on May 28, 2010, - He/she shall be dismissed on July 28, 2010, - Defendant C - Defendant C’s dismissal on July 7, 2010, - I removal from office on July 13, 2010, - Plaintiff’s removal from office on September 29, 201, - Defendant C’s appointment from office on September 29, 201, - the establishment of joint representative regulations on October 19, 201, - K - Defendant C’s appointment as joint representative director on June 20, 201, - Defendant C’s appointment from office [Grounds for recognition] without dispute, - the purport of the entire pleadings and arguments.

2. Summary of the parties' arguments

A. On March 29, 2010, the Plaintiff purchased all of the shares of the Defendant Company from I to KRW 100 million, and the Plaintiff was registered as one shareholder in the register of the Defendant Company on the same day. On the same day, the Plaintiff held a temporary general shareholders meeting on July 13, 2010 and passed a resolution to dismiss I from the representative director and appoint the Plaintiff. (2) Meanwhile, L, Defendant C, D, E, and F (hereinafter “L and the remaining Defendants”) committed assault and intimidation to transfer the entire shares of the Defendant Company from I to March 29, 2010 (L, Articles 400, 300, 300, 300, 300, 300, 300, 300, 300, 300, 300 shares shares shares acquisition.)

L and the remaining Defendants asserted that they acquired the shares of the Defendant Company through the above share acquisition agreement, and they held a provisional shareholders' meeting on September 23, 2010, and dismissed the Plaintiff from the representative director of the Defendant Company and in-house directors, G from the auditor respectively, and on the same day, Defendant E on the same day.

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