손해배상(기)
1. All of the plaintiffs' claims are dismissed.
2. The costs of lawsuit shall be borne by each person;
1. The Plaintiffs are shareholders holding approximately 141,50 shares ( approximately 1.01%, approximately 41,500 shares, and approximately 100,00 shares ( approximately 1.01%, Plaintiff A41,500 shares, and Plaintiff B 100,00 shares) total number of shares issued by F Co., Ltd. (hereinafter “F Co., Ltd.”), and Defendant C, Appointed, and E (hereinafter “Defendant et al.”) are directors of Nonparty Co., Ltd., and are involved in the issuance of the following bonds with warrants.
On April 7, 2015, Nonparty Company issued bonds with warrants (hereinafter “instant bonds with warrants”) and allocated them to non-party third parties, from April 8, 2015 to March 7, 2018, at the exercise price of preemptive rights, KRW 647, the number of new stocks issued at KRW 1,004,636 (hereinafter “instant bonds with warrants”).
The plaintiffs asserted that the defendant et al. caused damage to the company by issuing the bonds with warrants of this case unfairly in order to account for a favorable position in the management right dispute. On May 16, 2017, the plaintiffs requested the non-party company to file a lawsuit to enforce liability against the defendants pursuant to Article 403 (1) of the Commercial Act. As the non-party company did not comply with it, the plaintiff filed the lawsuit of this case pursuant to Article 403 (3) of the Commercial Act.
2. The assertion and judgment
A. The issuance of the instant bonds with warrants by the Plaintiffs is unlawful in the following point.
① According to Article 15(1)1 of the articles of incorporation of the non-party company, in order to issue bonds with warrants by allocating them to a third party, “where necessary to achieve managerial objectives of the company, such as the introduction of new technologies and the improvement of financial structure.”
However, considering the size of the non-party company and the timing of repayment after the issuance of the instant bonds with warrants, there is no reason to allocate a third party to the issuance of the instant bonds with warrants.
② Article 15(5) of the articles of incorporation of the non-party company shall start from the date when the period for exercising warrant rights expires.