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(영문) 대전고등법원(청주) 2014.09.02 2013나1151
임시주주총회결의 무효 확인의 소
Text

1. Revocation of a judgment of the first instance;

2. The Plaintiff at the special shareholders’ meeting on July 2, 2012 held by the Defendant at the joint representative director.

Reasons

1. Basic facts

A. 1) Plaintiff (the actual owner and representative director of Defendant Company) (the actual owner and representative director of Defendant Company)

corporation E (hereinafter referred to as “E”)

3) The acquisition by transfer of the Defendant Company to the Defendant Company (hereinafter “instant acquisition by transfer”).

(2) At the time of the instant acquisition agreement, the shareholders of the Defendant Company entered into a transfer agreement between K (180,000), N (60,000 shares), P (120,00 shares), and Q (180,00 shares) with Q and I as of April 27, 2011, each of the instant transfer agreement entered into between K and J, N,O, P (E’s substantial resignation), Q and I (180,00 shares transfer in the name of J (180,00 shares), D (240,00 shares), and I (180,00 shares).

(hereinafter referred to as the “instant shares”) 180,00 shares of the Defendant Company in J, 3) thereafter, the Plaintiff and D (F, his wife, her husband and wife) represented by the Plaintiff.

(3) On October 12, 201, E, etc. drafted a final agreement stating that “AD shall be dismissed from office as the representative director of the Defendant Company, and the Plaintiff and F shall be appointed as the joint representative director.” (2) The Plaintiff and D shall hold 50% of the shares of the Defendant Company in lieu of KRW 600 million (G (the Plaintiff’s spouse) and the balance of the corporate price, KRW 100 million, and KRW 500 million), but by giving 30% of the shares of the Defendant Company’s auditor H, the shares of the Defendant Company shall be KRW 40% and KRW 430%.” (hereinafter “the instant final agreement”).

(4) As of October 12, 201, as the implementation of the instant final agreement, D and the Plaintiff, and K enter into a share acquisition agreement under which D transfer of 120,000 shares of each of the Defendant Company to the Plaintiff and K, and the share acquisition agreement was concluded between J and L (the above H’s wife) to transfer the instant shares to L. However, each of the said shares transfer agreement stated that the registration was made on October 12, 201 as of October 12, 201. The phrase “Defendant Company” is written.

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