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(영문) 대전지방법원 천안지원 2017.01.20 2016가합100907

투자금 등 반환

Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. The Plaintiff is a corporation D (hereinafter “D”) that runs the wholesale business of electricity and electronic parts.

(2) The Defendant Company B (hereinafter “Defendant Company”) is a company that provides advice on and consultation on corporate mergers and acquisitions, normalization and sale, etc., and Defendant C is the representative director of the Defendant Company.

3) E Co., Ltd. (hereinafter “E”)

(B) A company engaged in the manufacture, sale, service business, etc. of the electronic machinery and appliances, related organizations, etc. and is listed on the Korea Stock Exchange. (b) The primary hostile management right acquisition (hereinafter “M&A”) for Defendant C, Plaintiff, etc. E.

(1) While Defendant C continuously purchased E’s shares to obtain management rights through hostile M&A, Defendant C proposed that the Plaintiff be a joint holder of E’s shares after purchasing the shares in around 2013, and the Plaintiff also purchased the shares in response thereto.

2) Defendant C, the Plaintiff, and F attempted to conduct hostile M&A using 11.27% of E’s equity at the “E regular general shareholders’ meeting” on March 18, 2014. However, according to the court’s decision, the Defendant C and joint holders’ exercise of voting rights was restricted, and the hostile M&A’s attempt was no longer made. (3) The Plaintiff, G, and H applied for a special general shareholders’ meeting as the Suwon District Court 2014 non-hap105, and the said court decided to permit the convocation of a special shareholders’ meeting.

Accordingly, at the temporary shareholders' meeting held on December 1, 2014, Defendant C was appointed as the auditor of E.

C. Around January 9, 2015, Defendant C established the Defendant Company for the purpose of hostile M&A with respect to the establishment of the Defendant Company and the secondary M&A with respect to E. (1) around January 2, 2015. (2) On March 2, 2015, the Plaintiff is an investment-in-kind agreement with the Defendant Company for the purpose of spot M&A with respect to E. (1,90,000 shares of E (hereinafter “instant investment-in-kind agreement”) and was drafted at the time of the said agreement.