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(영문) 서울중앙지방법원 2020.02.13 2019가합532798

기타(금전)

Text

1. All of the plaintiffs' claims are dismissed.

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

Reasons

1. Basic facts

A. Defendant E Co., Ltd. (hereinafter “Defendant E”) is a company engaging in the business of manufacturing and selling cosmetics, and Defendant F is the representative director of Defendant E, and the Plaintiffs are the persons who have taken over the redemption conversion priority shares issued by Defendant E.

B. On December 17, 2015, the Plaintiffs entered into each of the contracts (hereinafter “each of the instant underwriting contracts”) with Defendant E’s issuance price at KRW 459,031,000 for the preferential share for redemption conversion (hereinafter “each of the instant underwriting contracts”). Plaintiff A, B, and Plaintiff C, and D agreed to accept each of the instant underwriting contracts with KRW 435,00,000, respectively. The matters concerning redemption in each of the instant underwriting contracts are as follows.

On the other hand, Defendant F guaranteed Defendant E’s obligations under each of the instant underwriting contracts on the same day.

Article 10 (Matters concerning Redemption)

1.The underwriter shall have the right to demand reimbursement of all or part of the preferential share in accordance with this section against the Company, and the Company shall make reimbursement to the greatest extent possible.

If there is a legally usable additional funds for the redemption of the first priority, the company shall first use the funds for the redemption of the outstanding preferred shares, even though the underwriter demanded the redemption.

Provided, That the repayment of priority shall be made only when there is a possible dividend profit in the company, and where the repayment has not been made even though the claim for repayment was made, the repayment period shall be extended until the repayment is completed.

Provided, That the company's right to redeem is not recognized pursuant to Article 345 (1) of the Commercial Act.

(1) Repayment period: The underwriter shall have the right to file a claim for full or partial redemption of the Preferred Shares from 8 December 2018.

(2) Method of redemption: The amount of interest calculated by applying the annual interest rate of eight percent from the date of issuance to the date of redemption to the date of redemption for the acquisition price per share of the preferential stock and the amount of interest calculated by applying the annual interest rate of eight percent from the date of issuance to the date of redemption.