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(영문) 인천지방법원 2017.09.15 2017가합51067

감자무효의 소

Text

1. The plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The defendant was established on April 1, 1963 as a corporation engaged in the general tourist resort development and operation business, etc., and the plaintiffs are shareholders of the defendant.

B. Based on the Defendant’s statement of financial position as of June 30, 2016, the Defendant, on the statement of financial position as of June 30, 2016, was in capital potential for KRW 16,528,710,00 in capital, whereas the Defendant was in capital potential for KRW 16,965,959 in deficit amounting to KRW 16,965,959.

C. On October 25, 2016, the Defendant’s board of directors held on October 25, 2016, “cases of capital reduction and the proposal of a provisional general meeting of shareholders” were presented as agenda items at the Defendant’s meeting, and three directors among four registered directors were present at the meeting, two affirmative votes, one dissenting opinion, and one dissenting opinion, to reduce the Defendant’s capital amount of KRW 16.5 billion to shareholders as KRW 16.5 billion, and to submit this to the provisional

The status of the defendant's shareholders as of November 15, 2016 is as listed below.

The number of shares held by shareholders is 2,713,87 82.10% of the shares held by shareholders E Co., Ltd. (hereinafter referred to as “E”), 586,103,17.73% of the Plaintiff Incheon Urban Corporation (Plaintiff A, B, C, etc. 7) and 5,7520% of the total of 3,305,742 10% of the individual (Plaintiff A, B, C, etc. 7)

E. On November 15, 2016, the Defendant held a temporary general meeting of shareholders to put the “case of capital reduction” on the agenda, and made a resolution to reduce the Defendant’s capital to KRW 16,528,710,710 out of the total number of shares to KRW 3,305,742 as the attendance of shareholders who hold 3,30,60,606 shares, 2,713,887 shares, and 586,719 shares to “for the purpose of the improvement of financial structure for the purpose of compensating for losses, 3,305,742 shares at face value to KRW 5,00 in total to KRW 20,00 (9.395%).

On December 21, 2016, the defendant completed the registration of changing the total number of issued stocks and capital stock.

F. The Plaintiffs filed the instant lawsuit on February 13, 2017.

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 4, obvious facts in records, purport of the whole pleadings

2. The plaintiffs' assertion

(a) be on the statement of financial position at the time of resolution for the reduction of capital;