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(영문) 광주고등법원 2014.10.29 2014나11146
임시주주총회 결의 부존재확인의 소
Text

1. All appeals filed by the Defendant Intervenor are dismissed.

2. The costs of appeal shall be those resulting from the supplementary participation.

Reasons

1. Basic facts

A. The Defendant completed the registration of incorporation on July 29, 2005 for the purpose of the steel-line container construction business, etc., and the Defendant has undergone multiple legal disputes while running the rental apartment construction business with three units with three units above 14,240 square meters above 297, Nam-gun, Nam-gun, and two parcels of land. The total number of the shares issued by the Defendant is 100,000 common shares (10,000 per share) and is not issued until now, and there is a continuous dispute as to who is the Defendant’s genuine shareholder.

B. Around 2006, the Defendant’s shareholder registry entered as P 42,000 shares, Q 30,000 shares, R 18,000 shares, and S 10,000 shares. However, G filed a lawsuit against Defendant, P, Q, R, and R under the 2006 Gwangju District Court Decision 2006Gahap9981 against Defendant, P, P, and R and R under the above Court Decision 2009Ga6623, respectively. As a result of each of the above lawsuit, the Defendant’s shares were held by G 45,00 shares, P 21,00 shares, P 15,00 shares, and Q 10,00 shares, S 5,00 shares, and R 4,00 shares, respectively.

C. On May 30, 2012, P transferred 21,00 shares of the Defendant’s possession, Q 15,00 shares of the Defendant’s possession, and R 4,00 shares of the Defendant’s possession, respectively. On the same day, S transferred 5,00 shares of the Defendant’s possession to U.S., and the said transferor notified the Defendant of each of the above transfers by way of content-certified mail.

On September 3, 2012, as of September 3, 2012, the Defendant’s shareholder registry listed F in F as holding 45,000 shares, the Plaintiff’s 10,00 shares, P as 21,00 shares, Q as 15,00 shares, U as 5,00 shares, and R as 4,00 shares.

E. V, T, and U hold a temporary general meeting of the Defendant 10:00 on April 10, 2013 (hereinafter “instant general meeting of shareholders”) and dismiss, respectively, in-house directors F, G, H, I, J, K, L, and audit M by the unanimous attendance of all three persons, and the O, N, and the Defendant Intervenor C as each internal director.

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