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(영문) 서울중앙지방법원 2019.05.09 2018가합530719

신주발행무효

Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. 1) The parties are stock companies with the purpose of manufacturing and selling cosmetics. The total number of shares issued by the Defendant before November 13, 2017 is 149,990 shares. 2) The Plaintiff is a shareholder holding 45,00 shares of the Defendant.

B. On October 25, 2017, the Defendant issued new shares by the resolution of the board of directors to issue new shares on the following grounds that it is necessary to increase capital because it is difficult to conduct business with capital as of October 25, 2017.

1. The class and number of new shares: 250,000 common shares; and

2. Par value of new stocks: 1,000 won per share;

3. Issue value of new stocks: 1,000 won per stock;

4. Date of new stocks allocation: October 25, 2017.

5. The date of subscription for new stocks and the period of payment: November 8, 2017.

8. The method of underwriting new stocks: The new stocks may be allocated in proportion to the shares held by each shareholder, and the new stocks may be allocated voluntarily to the general shareholders who have caused such stocks or have waived the right by the shareholders, who have applied for the public offering or underwriting;

2) Until November 8, 2017, the date of subscription for new shares and the due date for payment, excluding C, which is a representative director of the Defendant and a shareholder holding 81,590 shares of the Defendant, no shareholder has made an offer to subscribe for new shares and a payment of the share price to the Defendant. Accordingly, the Defendant decided to allocate all of the remaining new shares without being subscribed to shareholders to C, and the new shares 250,000 shares of November 14, 2017 (hereinafter “instant new shares”).

(1) The issuance of new shares in the instant case and assigned them to C (hereinafter “instant issuance of new shares”).

(3) On November 15, 2017, the Defendant completed the registration of change with respect to the issuance of the instant new shares. 3) As to the issuance of the instant new shares, C owned 331,590 shares out of 399,990 shares issued by the Defendant.

[Ground of recognition] Unsatisfy, entry of Gap evidence 1 to 3, purport of whole pleadings

2. Article 429 of the Commercial Act asserts that the Plaintiff’s assertion is invalid is limited to shareholders, directors, or auditors.

참조조문