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(영문) 서울고등법원 2014.12.19 2013나2032183

채무부존재확인

Text

1. All appeals filed by the Plaintiff (Counterclaim Defendant) are dismissed.

2. The costs of appeal shall consist of a principal lawsuit and a counterclaim.

Reasons

1. The following facts do not conflict between the parties, or can be acknowledged by taking into account the following facts: Gap evidence 1-1-2, Gap evidence 2-1-3, Gap evidence 3-1-4, Gap evidence 6, Gap evidence 7-1, 2, Gap evidence 9-1, 2, Gap evidence 9-2, Gap evidence 10-1, 11, Gap evidence 12, Gap evidence 13-1, 13-2, Eul evidence 16, Eul evidence 1-1, Eul evidence 6-1, Eul evidence 6-1 through 11, and the testimony of the first instance court witness. A.

C Co., Ltd. (hereinafter referred to as “C”) is an affiliated company of B Co., Ltd. (hereinafter referred to as “B”) established with the total amount of 2,400,000 shares issued on June 19, 2008, the total amount of capital of which is 12 billion won, and its trade name was changed on September 27, 2010; hereinafter referred to as “B”), and the Plaintiff is an affiliated company of B, who was employed as C’s auditor from September 17, 2008 to May 18, 201.

B. On July 25, 2008, the Financial Services Commission added to C the condition that “the largest shareholder and his specially related persons shall maintain the status of the largest shareholder and the shares on the date of permission for three years from the date of permission.” At the time when C is established, the first shareholder, including the specially related persons, was J Co., Ltd. (D, but its trade name was changed as above on May 1, 201; hereinafter “J”). [624,000 shares (26%) = x J 264,00 shares (11%) K 96,000 shares (4%) (4%) L Co., Ltd. (hereinafter “L”), 238,00 (9%) (B) [28,200 shares (28,209%) 100,000 shares (11%) 10,000 shares (hereinafter “J”) and 2nd shareholder were less than 10% (10%)

However, on December 12, 2008, the Financial Services Commission ordered the sale of 264,000 shares of L to N on May 6, 2009 on the ground that although L had not been approved for change of major shareholders, as L was absorbed into N (N) on December 12, 2008, the Financial Services Commission sold the shares of 264,00 shares to N on July 21, 2009.