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1. The plaintiff's appeal against the defendants is dismissed in entirety.
2. The costs of appeal shall be borne by the Plaintiff.
purport, purport, and.
Reasons
Basic Facts
The reasoning for this part of this Court is that it is identical to the entry of “1. Basic Facts” in the judgment of the court of first instance, and this part is cited in accordance with the main sentence of Article 420 of the Civil Procedure Act.
Plaintiff’s assertion
In addition, the plaintiff's assertion that the business right of this case is invalid due to a special resolution of the general meeting of shareholders and the absence of the resolution of the board of directors is all the plaintiff's business, and thus the special resolution of the general meeting of shareholders and the resolution of the board of directors are required to transfer the business right of this case. However, the transfer contract
Judgment
The term “transfer of the whole or essential part of the business” as provided in Article 374(1)1 of the Commercial Act, which requires a special resolution of the general meeting of stockholders as to whether it is null and void without a special resolution of the general meeting of stockholders, means the transfer of the whole or essential part of the property organized and systematically integrated for a certain business purpose. It is required that the succession of the whole or essential part of the business activities of the transferring company by the transferring company should be accompanied by the succession of the whole or essential part of the business activities of the transferring company. Thus, the transfer of the property for business purpose does not constitute a simple transfer, but if the disposal of the property for business purpose results
(See Supreme Court Decisions 96Da54249, 54256 delivered on April 8, 1997, and 95Da6885 delivered on March 24, 1998, etc.). In light of the above legal principles, the Plaintiff was established with capital of 30 million won (total number of 60,000 shares issued) around November 30, 2004, and the business of this case was promoted in full.