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(영문) 전주지방법원 2017.08.18 2015가합112
주주총회결의 등 무효확인 등
Text

1. Ascertainment that the Defendant’s resolution of the special shareholders’ meeting on January 2, 2015 is invalid.

2. The defendant dated January 2, 2015

Reasons

8.25. The list of shareholders dated August 25 are as listed in the following table:

* D Co., Ltd. (hereinafter referred to as “D”) filed an application for permission to convene a general meeting of shareholders by the Defendant for resolution on “the appointment of the Speaker pro tempore pro rata (a proposal), the increase in the number of directors, and the additional appointment (a proposal)” with the Jeonju District Court 2014B2. On December 16, 2014, the said court decided that “D shall allow the Defendant to convene a general meeting of shareholders by January 20, 2015 with respect to the above 1 and 2 agenda items for the meeting.”

* On January 2, 2015, around 10:00, the Defendant held a temporary general meeting of shareholders (hereinafter “the instant temporary general meeting”) and made each resolution with the consent of C Co., Ltd. (hereinafter “C”) and D’s attendance and with the consent of the two aforementioned parties, to appoint E as the Speaker pro tempore of the instant temporary general meeting of shareholders (a proposal), and as in-house directors, E, F, G, H, I, and J (a proposal two proposals).

* At the time of the provisional shareholders’ meeting of this case, the representative director of the defendant was the plaintiff, and the director was K.

* On January 2, 2015, the Defendant held the board of directors (hereinafter “Board of Directors of this case”) around 10:30 on January 2, 2015 by the auditor L (hereinafter “the instant board of directors”) and resolved to appoint the representative director A as the representative director with respect to the case of dismissal of the representative director A (draft 1) with the attendance of six in-house directors, E, F, G, H, I, and J and with the consent of the above six in-house directors, and with respect to the case of appointment of the representative director (draft 2), and “the case of the relocation of the head office (section 3),” respectively.

As to the change of name, etc. in the name of the defendant registry, * The defendant was established on March 14, 1983 as O Co., Ltd. on November 18, 200, and the trade name was changed to P Co., Ltd. on February 29, 2008.

The change of the name of the defendant in relation to the instant case shall be as follows:

See Annex 2 to the Plaintiff’s reference document for the Plaintiff on January 17, 2017; hereinafter the shares issued by the Defendant, 91,350 shares in C in the name of the C on August 25, 2014, are “C shares”.

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