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(영문) 창원지방법원 2019.09.19 2018가합53361

신주발행무효

Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Facts of recognition;

A. 1) The Defendant is a corporation that runs the manufacturing and selling business of carbon beverage beverages, etc., and the total number of shares issued by the Defendant as of December 22, 2017 is 11,597 shares. 2) The Plaintiff is a shareholder who holds 1,280 shares of the Defendant.

(b) Issuance of new shares;

1. Kinds and number of new shares: 10,000 common shares; and

2. The issue value of new stocks: 10,000 won per share; and

3. Date of payment: The name of the payment bank and the name of a branch office on December 22, 2017: The area of active service in the G Bank.

5. The method of acquiring new stocks: In accordance with Article 12 (2) 1 of the Articles of incorporation, where new stocks are issued for an urgent financing, acquisition shall be allocated to persons other than existing stockholders as follows:

(1) E: 5,000 common shares (2): 5,000 common shares (1) the Defendant held a board of directors on the ground that it is necessary to issue new shares and increase capital under the circumstances of the company on December 4, 2017. Of three total directors, three (3) directors (representative C, in-house directors D, in-house directors E), and one auditor (auditor) present and passed a resolution to issue new shares at a unanimous price (hereinafter “resolution to issue new shares”).

(2) On December 6, 2017, the Defendant publicly announced the allocation of new shares to a third party with the above content, and E and H paid KRW 50,000,000, respectively, to the Defendant on December 22, 2017.

3) On December 23, 2017, the Defendant issued 10,000 common shares in accordance with the resolution to issue the instant new shares, and completed registration for modification on December 27, 2017 (as of December 27, 2017, the number of shares owned by the Defendant became 21,597 shares as of December 27, 2017).

(C) The Defendant filed an application for rehabilitation with the Seoul Central District Court 2016 Ma100125 and received a decision on July 12, 2016, and received a decision on authorization of the rehabilitation plan on January 25, 2017. The rehabilitation procedure was completed on October 27, 2017 (hereinafter “instant rehabilitation procedure”).

(d) Article 12 of the Regulations on the Articles of Incorporation of the Defendant (1) (the number of shares held by shareholders of this company in the issuance of new shares).