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(영문) 인천지방법원 2018.09.14 2017가합2195
주주총회결의부존재확인
Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The relationship 1) The defendant is a company established for the purpose of civil engineering, construction, construction, construction, etc. on March 27, 1991. The total number of shares issued by the defendant is 15,000 shares (one share amount of 5,000 won). 2) The plaintiff is a co-born of the JJ, which was the chairperson of the I Group, including the defendant and H Co., Ltd., prior to the bankruptcy on October 208, and E is a spouse of J.

On November 10, 2014, the Plaintiff was appointed as the representative director of the Defendant and was dismissed from office on March 15, 2016.

B. 1) The Plaintiff entered into a contract to transfer 7,500 shares issued by the Defendant under the name of the Plaintiff to E on September 14, 2015 (hereinafter “instant share acquisition agreement”).

AB concluded the agreement.

The main contents of the above share acquisition agreement are as follows:

1. The name of indicated corporation: the number of stocks to be issued by the defendant corporation: 7,500 won per share for common stocks: 2,500 won for transfer or acquisition by 18,750 won per share; and

2. Details of transfer or acquisition;

A. The plaintiff transfers the above shares to E.

B. The shares of the Defendant are 15,000 shares are returned to the trustee designated by the truster, who received the shares of the Plaintiff and K 50% shares of J.

2) The Defendant’s shareholder registry dated September 14, 2015 (hereinafter “instant shareholder registry”) is deemed the Defendant’s shareholder registry.

E out of the total 15,00 shares issued by the Defendant 7,500 shares (the holding ratio of 50%, hereinafter referred to as “instant shares”)

(C) On March 15, 2016, the Defendant holding a temporary general meeting of shareholders as of March 15, 2016 (hereinafter “instant general meeting of shareholders”) is indicated as holding each of the 7,500 shares (50%).

(1) The Defendant’s Articles of Incorporation (Restrictions on Transfer of Stocks) and 37 (Number of Directors and Auditors) are amended by the Defendant’s Articles of Incorporation (hereinafter “Resolution of this case’s general meeting”) with the attendance of E and K at the above general meeting of shareholders, to dismiss inside directors C and D, to appoint E and F as inside directors (in-house directors).

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