주식교환무효확인 등
1. The revocation of the resolution of the general meeting of shareholders in the instant lawsuit and the Plaintiff’s “qualified Plaintiff” column in attached Table 1.
1. Basic facts
A. The party status 1) Defendant Korea Exchange Bank (hereinafter “Defendant Foreign Exchange Bank”)
under the Banking Act is a bank under the Banking Act established with the main purpose of the banking business under the Banking Act, and the Defendant Han Financial Branch Co., Ltd. (hereinafter “Defendant Han Financial Branch”).
(2) A financial holding company under the Financial Holding Companies Act established for the purpose of controlling and managing a financial company, etc. through the ownership of shares or equities, which is engaged in financial business by incorporating Defendant foreign exchange banks into one of its subsidiaries. (2) The Plaintiffs were shareholders of Defendant foreign exchange banks at the time of the instant share swap as seen below
B. On January 27, 2012, the Financial Services Commission obtained approval under Article 16(1) of the Financial Holding Companies Act from the Financial Services Commission as to the incorporation of the Defendant Exchange Bank into Defendant Han Financial Branch’s subsidiary.
On February 9, 2012, Defendant Han Bank acquired 369,357,059 shares issued by Defendant Han Bank, and additionally acquired 17,59,660 shares from March 9, 2012 to June 28, 2012 by purchasing shares of Defendant Han Bank from time to time within the head.
As a result, Defendant Han Bank Co., Ltd held approximately KRW 386,952,719 shares equivalent to approximately 60% of the total shares issued by Defendant Han Bank (=369,357,059 shares + 17,595,660 shares).
C. (1) On January 28, 2013, Defendant Han Bank Co., Ltd. (this case’s stock exchange) between Defendant Han Bank and the Defendant Foreign Exchange Bank, the shareholders excluding Defendant Han Bank Co., Ltd. (this case’s shares were held by approximately 40% at the time, and the Plaintiffs also included.
hereinafter referred to as a “small shareholder”
All the shares of the Defendant foreign exchange bank are transferred to Defendant Han Financial Branch, and Defendant Han Financial Branch is a minority shareholder.