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(영문) 창원지방법원 2020.08.27 2019가합56404

신주발행무효확인

Text

1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The defendant is a legal entity established for the purpose of luminous, communication equipment manufacturing, gold-type manufacturing, marketing, etc., and the plaintiff is a company director or assistant director of the defendant.

B. The total number of shares issued by the Defendant at the time of establishment is 10,000 shares, and the Plaintiff and the Intervenor owned 5,000 shares each before the issuance of the instant new shares.

C. On June 28, 2019, the Defendant issued a resolution to issue new shares on the following grounds: (a) the board of directors was held in the presence of all directors (the spouse D of the Plaintiff, the Intervenor, and the Intervenor’s Intervenor) to the effect that “the Defendant’s capital needs to be increased because the Defendant’s business size increases, making it difficult to carry out its business.”

Minutes of the Board of Directors (No. 3) (m.)

2. Amount of capital increase with new stocks: 100,000,000 won;

3. Face value per share: 10,000 won;

4. Number of issued stocks: 10,000 common stocks.

5. Date of payment: July 30, 2019 (a rough)

7. Method of acquiring new stocks: A shareholder to subscribe for forfeited stocks additionally or publicly offered by the general public because he/she fails to give up his/her right to subscribe or to subscribe for new stocks by July 29, 2019, in proportion to the number of stocks owned by the shareholder, and the disposal of forfeited stocks shall be delegated to the representative director;

8. Payment method of new shares: The underwriter of new shares may not offset the obligation to pay for new shares and the obligation to the principal company without the consent of the company.

Accordingly, the Defendant allocated 5,000 shares out of 10,000 shares of new shares to the Plaintiff and the Intervenor, and the Plaintiff paid 50,000,000 won for the acquisition of new shares in cash on July 29, 2019, but the Intervenor did not pay the purchase price of new shares separately on the ground that the claim against the Defendant was disposed of as set off on July 29, 2019.

E. On July 31, 2019, the Defendant made registration by changing the total number of shares issued on July 31, 2019 to KRW 200,000,000.