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(영문) 부산고등법원 2013.04.23 2012나952
주주총회결의부존재확인등
Text

1. Revocation of a judgment of the first instance;

2. Defendant B corporation:

A. The Plaintiff at the temporary shareholders’ meeting on September 23, 2010.

Reasons

1. Basic facts

A. On September 4, 2009, I assumed office as the representative director of Defendant B Co., Ltd. (hereinafter “Defendant Company”), and around January 1, 2010, I owned 100% of the shares (10,000 shares) of the Defendant Company.

Defendant Company was established on February 5, 2009, but did not issue share certificates.

(b) Details of the change of the representative director of the defendant company recorded in the corporate register shall be as follows:

The first appointment on September 4, 2009 - the second appointment on May 6, 2010 - the second appointment on May 28, 2010 - the second appointment on May 28, 2010 - the first appointment on July 28, 2010 - the first dismissal on July 2, 2010, the first appointment on July 7, 2010, the first appointment on July 13, 201, the first appointment on July 13, 201, the first appointment on September 29, 201 - the removal of the Plaintiff on September 29, 201 - the establishment of the joint representative provision on October 19, 201 (Defendant C) - the joint representative appointment as K - the appointment on June 20, 201, the Defendant C resignation, and the purport of the whole pleadings and arguments.

2. Summary of the parties' arguments

A. On March 29, 2010, the Plaintiff purchased all of the shares of the Defendant Company from I to KRW 100 million, and the Plaintiff was registered as one shareholder in the register of the Defendant Company on the same day. On the same day, the Plaintiff held a temporary general shareholders meeting on July 13, 2010 and passed a resolution to dismiss I from the representative director and appoint the Plaintiff. (2) Meanwhile, L, Defendant C, D, E, and F (hereinafter “L and the remaining Defendants”) assaulted and threatened I on May 6, 2010 to acquire the entire shares of the Defendant Company from I (L4 million shares, Defendant D, 300,000, and Defendant E, 300, and 300 shares shares were null and void.)

L and the remaining Defendants asserted that they acquired the shares of the Defendant Company through the above share acquisition agreement, and they held a provisional shareholders' meeting on September 23, 2010, and dismissed the Plaintiff from the representative director of the Defendant Company and in-house directors, G from the auditor respectively, and on the same day, Defendant E on the same day.

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