1.(a)

The defendant's resolution to appoint D and E at the special shareholders' meeting on December 28, 201 is revoked, and B.

1. Basic facts

A. Defendant Company is a company aimed at franchise and events planning, agency business, etc., and the Plaintiff is the largest shareholder who holds approximately 32,801 shares ( approximately 40%; hereinafter the same shall apply) among the total number of shares issued by Defendant Company, and F is one director and one shareholder of Defendant Company.

B. On December 15, 2011, F sent a notice of convening a general meeting of shareholders of the Defendant Company with the content that “on December 28, 2011, at the office of the Defendant Company of Seocho-gu Seoul Metropolitan Government fourth floor as an agenda item for the appointment of directors, etc. at the office of the Defendant Company of Seocho-gu Seoul Metropolitan Government at 1 p.m.” by mail

C. On December 28, 2011, at an extraordinary general meeting of shareholders held at the office of the defendant company at the end of December 1, 2011, F and H attend each as shareholders and “D and E as directors” (hereinafter “the resolution of the provisional general meeting of shareholders of this case”) shall be adopted, and immediately thereafter, F, D and E shall be the board of directors where “F appoint the F as the representative director of the defendant company” (hereinafter “the resolution of the board of directors of this case”).

[The facts that there is no dispute over the basis for recognition, the entries in Gap evidence 1 and 3, and the purport of the whole pleadings.]

2. The parties' assertion and judgment

A. The plaintiff's assertion 1) The plaintiff holds 40% of the shares issued by the defendant company, and I holds 9,000 shares of the shares issued by the defendant company (A. 11% of the shares issued by the defendant company). Since the provisional shareholders' meeting of this case was not notified to the plaintiff and I, there is a defect in meeting the quorum of 51% because it did not meet the quorum, and as such, D, the directors appointed at the provisional shareholders' meeting of this case as above, D, and E, the director of the board of directors of this case, which were attended, are invalid by those who are not qualified as directors. 2) The defendant company's assertion 1 holds 9,00 shares of the defendant company, and transfers it to F around August 200, it is not the defendant company's shareholder, but the above shares to preserve the above shares transfer price.