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(영문) 서울남부지방법원 2018.11.09 2018가합100930

신주발행부존재확인

Text

1. The plaintiff's claim is dismissed.

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

Reasons

Basic Facts

A. The Defendant is a stock company with the objective of protruding-gu entertainment business, etc.

B. The shares issued by the Defendant before June 24, 201 were 40,000 ordinary shares of 5,000 won per par value, and the shareholders at that time were C (68.5%), D (5%), E (1.5%), and Plaintiff (25%).

C. On June 24, 2011, around June 24, 2011, the Defendant’s representative director C, in-house directors D, and auditor F made a resolution of the board of directors to issue the Defendant’s new shares (hereinafter “the board of directors of the instant case”), and the minutes of the board of directors of the instant case were certified as a notary public by the Ministry of Justice No. 786, 201, including

▣ 이 사건 이사회 의사록 이사 총수 3명, 감사 총수 1명, 출석이사수 2명 , 출석감사수 1명 제1호 의안 : 신주발행의 건 대표이사 C은 본 회사의 사업규모가 팽창하여 현재의 자본금으로서는 그 사업을 수행하기 어려운 형편이므로 신주식을 발행하여 자본을 증가할 필요가 있음을 설명하고 그 가부를 물은바 전원 이의 없이 다음과 같이 신주식을 발행하기로 하고 찬성하여 승인 가결하다.

1. Kinds of new and several common shares 410,000 shares; and

2. The issue price of new stocks: 5,000 won; and

3. Date of payment, June 24, 201, at the same point of Korea Bank:

5. New stocks shall be allocated in proportion to the number of stocks held by each stockholder in the method of acquiring new stocks, and the new stocks that the stockholder renounces the right to subscribe shall be publicly offered from the general public;

On June 25, 201, the day following the date of the instant board of directors, the Defendant issued 10,000 common shares (hereinafter “instant issuance of new shares”) and allocated the said shares to G. As of December 31, 201, the major shareholders as of December 31, 201 were changed as indicated in paragraph (1) below, and the major shareholders of the Defendant as of December 31, 2015 are listed in paragraph (2) of the same Table.

[Attachment 1] The Defendant’s major shareholders’ name (1) as of December 31, 201 (2) as of December 31, 201, owned shares (%) as of December 31, 2015.