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(영문) 대구지방법원서부지원 2015.03.19 2014가합5570
회사분할무효의소
Text

1. The division between Defendant B and Defendant C is null and void on October 2, 2014.

2. The costs of lawsuit shall be.

Reasons

1. Basic facts

A. The plaintiff is the defendant B Co., Ltd. (hereinafter "Defendant B")

(2) On October 2, 2014, Defendant B established Defendant C Co., Ltd. (hereinafter “Defendant C”) by dividing the investment sector on October 2, 2014, and Defendant B continued to exist.

(hereinafter referred to as the “instant corporate division”). B.

The total number of shares owned by Defendant B was 501,345 shares before the split of the shares owned by Defendant B. The Plaintiff held 338,045 shares among them and 112,984 shares among them.

C. On August 27, 2014, the minutes of each extraordinary shareholders’ meeting are also prepared to the effect that “a special shareholders’ meeting was held on August 27, 2014 and approved the division plan as described in the foregoing paragraph (A) with the consent of all shareholders, and a provisional shareholders’ meeting was held to make a division report on October 2, 2014, and that “a special shareholders’ meeting was held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to be held to

2) However, the facts did not have been held at the time of the division of the company in this case, and D arbitrarily prepared the minutes of the temporary general meeting by taking advantage of the seal imprint of the Plaintiff, etc., who is the shareholder of Defendant B, etc. [based on recognition], the absence of dispute, Gap evidence Nos. 1 through 5, and 7 (each statement including a number, if any, and the purport of the whole pleadings and arguments.

2. We examine the judgment, and Article 530-3 (1) of the Commercial Act provides that "When a company conducts a division or a merger through division, the company shall prepare a division plan or a written agreement of the general meeting of shareholders and obtain the approval of the general meeting of shareholders." As seen above, the provisional general meeting of the defendant B at the time of the division of the company in this case is not held, and D uses the seal impression design of the plaintiff, etc., who

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