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(영문) 서울중앙지방법원 2015.07.09 2013가합56438
주주총회결의무효확인
Text

1. Of the instant lawsuit, a resolution was made by the Defendant to resign A and D from office at a special shareholders’ meeting held on September 19, 2012.

Reasons

1. Basic facts

A. On October 25, 2007, the Plaintiff, E, and F established the Defendant for the purpose of real estate leasing business, miscellaneous retail business, etc., and the Plaintiff was the representative director of the Defendant, and E was the Defendant’s director.

B. In the process of the establishment of the Defendant, 20,000 common shares (the par value per share is KRW 5,000) were issued. Among them, the Plaintiff acquired 1,000 shares in the name of the Plaintiff and 4,000 shares in the name of the Plaintiff and 5,000 shares in the name of the Plaintiff, and 10,000 shares (50%) in the name of the Plaintiff. E acquired 1,00 shares in the name of the Plaintiff and 1,000 shares (E) in the name of the Plaintiff.

C. On the other hand, around December 30, 2007, the Plaintiff sent a notice to the effect that the Plaintiff and E should submit a certificate of resignation when notifying that the purchase and sale of shares between the Plaintiff and E was automatically cancelled in accordance with the agreement, on the grounds that the Plaintiff failed to perform the agreement on October 25, 2007 to E on the part of the Plaintiff’s shares and the director waiver note (hereinafter “each letter of this case”). The said notice was returned to impossible delivery and was discarded after being returned.

On the premise that the Plaintiff acquired 10,00 shares in aggregate of E and C in accordance with each of the instant notes, the Plaintiff respectively transferred 800 shares to H, 1,000 shares for H, 3,200 shares for K, 1,000 shares for K, and 4,000 shares for D. Accordingly, on January 9, 2008, the Plaintiff entered the Plaintiff’s register of shareholders into the Defendant’s 1,00 shares for the Plaintiff, 1,000 shares for H, 5,000 shares for H, 5,000 shares for H, 3,200 shares for J, 1,000 shares for K, 4,00 shares for D, respectively.

In addition, at the special shareholders' meeting on January 9, 2008, the defendant dismissed E from the directors, and the I and J have been resolved to appoint each director, and on January 10, 2008, these contents were registered in the corporate register of the defendant on January 10, 2008.

E. Accordingly, E/C filed a lawsuit against the Defendant for confirmation that E is a shareholder of 1,00 shares, C is a shareholder of 9,000 shares, and the Defendant’s temporary shareholders’ meeting on January 9, 2008, and that I and J do not have a resolution to appoint each director. It is below the Plaintiff’s lawsuit for confirmation.

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