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(영문) 대전지방법원 천안지원 2017.04.28 2015가합101361
주주총회 및 이사회 결의 부존재 확인청구
Text

1. A resolution to dismiss the Plaintiff from an intra-company director does not exist at the general meeting of shareholders on March 30, 2015.

Reasons

1. Basic facts

A. The defendant is a corporation established for the purpose of the electrical safety management agency business and its incidental business, and the total number of shares issued by the defendant is 10,000 shares.

B. C was a representative director of the Defendant from August 10, 2004 to June 1, 2012 established by the Defendant, and was appointed again as the representative director of the Defendant on December 14, 2014, and is in office as the representative director until now.

On June 1, 2012, the Plaintiff was appointed as the Defendant’s internal director and was appointed as the Defendant’s joint representative director on the same day as D, and resigned from the office of representative director on June 2014, and D also resigned from the office of representative director on December 14, 2014.

C. On March 14, 2006, the Plaintiff filed the instant lawsuit together with the Plaintiff, and withdrawn the lawsuit. The Plaintiff: (a) filed the instant lawsuit on March 14, 2006, stating that the Defendant’s shares of KRW 10 million shall be transferred to KRW 5 million; (b) that the Defendant’s shares of KRW 10 million shall be transferred to KRW 5 million from D;

On December 13, 2010, the Defendant entered into a share transfer contract with C to acquire the Defendant’s shares of KRW 5 million and KRW 10 million from D to KRW 5 million, respectively. D.

According to the report of tax base of stock transfer income as of May 31, 2007, the situation of change of stocks, etc. is as follows from May 2005 to December 2013.

From May 2005 to February 2006 (2) around March 2006 to November 3, 2010 (3) to December 2011 (4) around December 2012 to December 7, 2013, C5,000 P Da 4,000 C 4,000 D 4,000 to December 2, 2000, 33,000 D 2,000 A 2,000, 2,000 E 2,000, C1,50, F1,50 D 1,500, 1,40, 10, 1,40, 10, 10, 140, 10, 10, 140, 10, 104, 104, 10, 104, 104, 100

E. The purport of C is that on March 1, 2015, “the Plaintiff shall transfer 200 shares owned by it on March 15, 2012 to C KRW 10 million for reporting changes in the shares of the Defendant.”

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