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(영문) 수원지방법원 2017.10.20 2017가합14386

손해배상(기)

Text

1. The plaintiff's claims against the defendants are all dismissed.

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

Reasons

1. Basic facts

A. Defendant B Co., Ltd. (hereinafter “Defendant Company”) is a company operating an engineering work business, building work business, etc., and Defendant C is the representative director of Defendant Company and the controlling shareholder.

The Plaintiff is a shareholder who holds 5,547 shares (hereinafter “instant shares”) out of 260,000 shares issued by Defendant Company.

B. On September 23, 201, the Defendant Company entered into a contract for the division and merger of KRW 45,000,000 with the physical human resources and the rights and obligations related to the division and merger of the electrical construction business sector as of September 23, 201 (hereinafter “instant division and merger”).

(2) On October 10, 201, the board of directors of the Defendant Company adopted a resolution to approve the above merger agreement while the Defendant Company held a temporary general meeting of shareholders on October 10, 201, among the eight shareholders of the Defendant Company, 229,653 shares of the Defendant Company, among the eight shareholders of the Defendant Company, passed a resolution to approve the above merger agreement. The Plaintiff did not notify the above general meeting of shareholders.

C. On April 2, 2014, the first day of the case where the Plaintiff filed a claim for the determination of purchase price of shares against Defendant C on April 2, 2014, the Plaintiff became aware of the following facts: (a) on March 31, 2014, the date of the first day of the lawsuit where Defendant C made a statement on the preparatory documents as of March 31, 2014; (b) on April 18, 2014, the Plaintiff expressed his/her intent to claim purchase of shares of this case on the basis of the appraisal right of the Defendant Company against the merger after division or transfer of business; and (c) on April 22, 2014, the said preparatory documents were served on the Defendant Company on April 22, 2014; (b) the Plaintiff claimed against the Defendant Company for the determination of purchase price of shares of this case on the ground that the exercise period of appraisal right under the Commercial Act expired; and (c) the said determination was dismissed on December 17, 2015.

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