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(영문) 광주고등법원 2018.08.10 2017나12492

주주지위확인 등

Text

1. Of the judgment of the court of first instance, Defendant H and stock company equivalent to the amount ordered to pay the following additional amounts.

Reasons

1. Facts of recognition;

A. The pertinent Plaintiff is a company established for the purpose of manufacturing motor vehicle parts, etc., and Defendant I is a company established for the purpose of manufacturing motor vehicles and electronic parts.

Defendant H is the actual operator of the Plaintiff and Defendant I. Defendant B is the wife of Defendant H, who was appointed as the intra-company director of Defendant I on November 18, 2014, and Defendant B, C, D, E, F, and G are the shareholders of Defendant I.

B. On December 20, 2010, J and Defendant H’s Arrangement 1), along with K, acquired the Plaintiff’s right of management from Defendant H to acquire convertible bonds equivalent to KRW 1,00,000,000 issued by the Plaintiff, and on December 28, 2010, he assumed office as the representative director of the Plaintiff. On December 28, 2010, J entered into an agreement with Defendant H with the following contents (hereinafter “instant agreement”), around April 2012 (hereinafter “instant agreement”); the Plaintiff’s obligation under the said agreement; and Defendant I (as at the time, Defendant D) guaranteed Defendant H’s obligation under the said agreement.

The J and H shall agree and conclude an arrangement with respect to the reorganization of shares and the overall management of A Co., Ltd. as follows:

Article 3 (Entrustment Management and Guarantee of Understanding)

2. The composition of the board of directors of a stock company A shall be determined at a general meeting of shareholders, and the representative director shall be in charge of the J, and H shall be entrusted with the management of a truster following the delegation of management rights by the J, and the term of office of H shall be at least three years after the conclusion of an agreement, and thereafter the resolution of

1) The scope of management rights delegated by J to H is limited to business and manufacturing parts, and J shall exercise overall control over H’s right to delegate and audit management rights and personnel management rights for H. 36,50 shares out of its outstanding shares, our F&I 5,685 shares, and the Korea Credit Guarantee Fund 5,089 shares, as of the date of the issuance of shares by H. I.

4 L. 5,300 L. L. 5,300 L.