A. On August 17, 2016, the Defendants concluded a merger agreement to divide the business sector related to the electrical construction business of Defendant Jinhwa Co., Ltd. (hereinafter “Fire”) and to merge the business sector with Defendant Sejong Electric Co., Ltd. (hereinafter “Sa Electricity”) (hereinafter “instant merger after division”).

B. On August 17, 2016, Defendant Sia Electric held a special general meeting of shareholders on August 17, 2016 and approved the instant merger agreement with the consent of all the shareholders present at the meeting, and completed the registration of the division and merger of the company on October 5, 2016. Defendant Sia Electric completed the registration of division and merger on September 29, 2016.

C. At the time of the instant merger after division, the Defendant Jind Co., Ltd. did not make a separate peremptory notice as to whether there was an objection against the instant merger after division to the U.S. Co., Ltd., which was known as a creditor to

The plaintiff is the defendant Sa to B.

[Ground of recognition] Facts without dispute, Gap evidence 1-1, 2, Gap evidence 2, 3, and 4, the purport of the whole pleadings

2. Determination as to the cause of action

A. According to Articles 530-11(2) and 527-5(1) of the Commercial Act of the related legal principles, “A company shall make a public announcement to submit a written agreement to a creditor within two weeks from the date on which the general meeting of shareholders is approved for the written agreement of the merger after division and merger within one month, and shall make a peremptory notice to the creditors known to it separately.”

Considering that the corporate division and merger brings about a significant change in the company's assets as collateral for the bonds, if the creditor protection procedure is violated, it should be deemed that there is a serious error in the merger procedure.

B. According to the above facts of recognition, the defendant Jinjin did not notify the US Co., Ltd., a creditor known to the defendant as to whether he/she raised an objection to the merger of this case, and did not take the above creditor protection procedure.