소득금액변동통지처분취소
1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. Details of the disposition;
A. The Plaintiff is a KOSDAQ-listed corporation that was established on August 21, 1987 and runs the business of manufacturing and selling textile products.
B. On May 31, 2006, B, the Plaintiff’s major shareholder, and the representative director, transferred to C (hereinafter “C”) and D (hereinafter “D”) the management right for the Plaintiff’s shares owned by the Plaintiff. On the same day, B, the Plaintiff entered into an all-inclusive share swap agreement (hereinafter “instant exchange agreement”) with Nonparty Company including the following:
The plaintiff is a complete parent company that owns all the shares issued by the non-party company.
- For this purpose, the shareholders of the non-party company transfer all of their shares to the plaintiff on the date of share swap, and the plaintiff assign new shares to the shareholders of the non-party company
- The share swap ratio - The share of C shall be allocated to the Plaintiff’s shares per share 296.614963 shares, and the Plaintiff’s shares per share of D 729.984245 shares, respectively.
The date of general meeting of shareholders approved for share swap - the date of share swap - August 14, 2006
On the other hand, the share swap ratio is the ratio calculated by evaluating the Plaintiff’s shares as KRW 2,308 per share (in short of won, omitted; hereinafter the same shall apply), C’s shares as KRW 684,836 per share, and D’s shares as KRW 1,685,151 per share.
On July 13, 2006, the Plaintiff held a temporary general meeting of shareholders as stipulated in Article 360-3(1) of the Commercial Act and the instant exchange agreement and approved the instant exchange agreement.
E. The shareholders of the non-party company invested in kind all their shares in accordance with the exchange contract of this case on August 14, 2006, and the plaintiff issued the plaintiff's new shares to the shareholders of the non-party company on September 2, 2006.
The number of stocks issued by a company with a name transferred stocks shall be the number of stocks issued by such company.