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(영문) 인천지방법원 2019.02.20 2018가합462
주주총회결의부존재확인등
Text

1. The application for intervention by an independent party intervenor shall be dismissed;

2. The defendant dated 28 July 2017.

Reasons

1. Basic facts

가. 당사자들의 지위 1) 피고는 토목건축공사업, 건설업 등을 목적으로 설립된 회사로서, 피고의 발행주식 총수는 15,000주(1주당 액면가 5,000원)이고, 피고의 자본금은 75,000,000원이다. 2) 원고는 2016. 3. 15. 피고의 사내이사로 선임되고 2018. 7. 27. 피고의 대표이사로 선임된 자로서 2008. 10.경까지 피고, H 주식회사 등을 포함하는 I그룹의 회장이었던 J의 배우자이다.

3) An independent party intervenor (appointed party; hereinafter referred to as “participating”)

The Defendant’s representative director was appointed on November 10, 2014, but was dismissed from office as the representative director on March 15, 2016. On November 7, 2017, F was a person appointed as the Defendant’s in-house director at the temporary general shareholders’ meeting on November 7, 2017 and was the birth of J. (4) as the Defendant’s in-house director on November 10, 2014, and the Defendant’s representative director on March 15, 2016, respectively. The temporary general shareholders’ meeting on November 7, 2017 and the board of directors on November 7, 2017, were reappointed as the Defendant’s in-house director and the representative director on November 7, 2017.

5) At the temporary shareholders’ meeting held on July 28, 2017, Selection D and E: (a) the Selection G is a person appointed as an internal director of each Defendant at the temporary shareholders’ meeting held on November 7, 2017; (b) the Intervenor entered into a contract to transfer the Defendant’s shares held in the name of the Intervenor on September 14, 2015 (hereinafter “instant shares”) to the Plaintiff (hereinafter “instant agreement on the acquisition of shares”).

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 intervenor transferred the above shares to the plaintiff.

B. The Defendant’s shares of 15,000 shares are co-trustees whose shares are held in title trust by the Intervenor, the Appointed F, 50% of the shares of J.

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