분할합병무효
1. On February 13, 2017, Defendant Oral Power Co., Ltd. operates part of the business of Defendant Oral Power Co., Ltd. (Electric Construction).
1. The following facts may be acknowledged if the facts of recognition are added to the statements in Gap evidence Nos. 1 to 4:
On or around March 2015 and April 2015, the Plaintiff sold light oil, oil, etc. to Defendant Aju Power Co., Ltd. (hereinafter “Defendant Aju Power”), and owned KRW 10,790,000.
B. On May 15, 2015, the Defendants concluded a merger by split with the content that, on February 9, 2017, the part of the electrical construction business, which is part of the business of Defendant Aju Electric Power, is divided and divided, Defendant Aju Electric Power Co., Ltd. (hereinafter “Defendant Won Electric”), subject to the merger by split (hereinafter “instant merger by split”).
C. The Defendants agreed in the instant merger agreement that on May 15, 2015, the assets and liabilities of the business sector to be divided and merged based on the statement of financial position as of May 15, 2015 of Defendant Aju Electric Power shall be transferred to Defendant Aju Electric Power, and Defendant Aju Electric Power shall implement individual peremptory procedures for the creditors known.
However, the defendant Aju Electric Power did not give a separate peremptory notice as to whether the plaintiff et al., the creditor at the time of the merger after division of this case has an objection to the merger after division of this case.
E. On June 1, 2015, Defendant Aju Power adopted a resolution to approve the instant merger agreement by opening a temporary general meeting of shareholders on June 1, 2015. The Defendants registered the instant merger by split among the Defendants on February 13, 2017.
2. Article 527-5(1) which applies mutatis mutandis pursuant to Article 530-11(2) of the Commercial Act with respect to the division of a company to determine the cause of claim, is as follows: “A company, within two weeks from the date when the general meeting of shareholders with respect to the written agreement of the merger is approved, shall publicly announce that any creditor who has an objection to the merger after division should submit it within a period of not less than one month, and peremptory notice shall be given separately to the known creditors.”