주주총회결의부존재확인 등 청구의 소
1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. Basic facts
A. Defendant 1) G Co., Ltd. (hereinafter “G”).
I) In order to take over H Co., Ltd., the I Limited Partnership Company (hereinafter referred to as “I”) it operates.
(2) On December 22, 2017, the Defendant established the Defendant, a special purpose company, and the Defendant acquired 16,866,326 shares issued by H Co., Ltd. (9.21% of the total number of outstanding shares). 2) G entered into a contract with the J Co., Ltd. (hereinafter “J”) and K Co., Ltd (hereinafter “K”) with the following shareholders on December 26, 2017.
(hereinafter referred to as the “instant shareholder agreement”). Article 2: I of the Investment Structure 2.1 and 2.1 I of the Investment Structure for the Defendant is KRW 6.25 million, and the amount of the Investment Agreement shall be KRW 5.00 million by either G and a person specially related thereto, among the amount of the Investment Agreement, shall be KRW 5.0 million, and L shall invest KRW 1.25 million.
2.2 The Defendant’s investment structure I is 6.25 million won, J is 4.95 million won, K is 1.3 billion won, and therefore the Defendant’s capital is 12.5 billion won.
Accordingly, I acquired the Defendant’s preferential share equivalent to KRW 6.25 million, J acquires the Defendant’s common share equivalent to KRW 4.955 million, and K acquires the Defendant’s common share equivalent to KRW 1.3 billion.
Article 4.1 Council of the defendant's operation and governance structure of the defendant shall consist of three directors, and G shall have two directors, and J and K shall have the right to appoint one director.
4.2 The defendant shall have one representative director.
The representative director's right to appoint shall be held by G.
Article 5: Call Op and Put 5.1 Call Op and K may exercise the right to purchase all shares held by G against G (hereinafter “call option”) and the detailed contents of the call option are as follows.
(a) Stocks subject to exercise: The exercise price of all shares held by G and related parties: Investments in the Defendant.