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(영문) 서울중앙지방법원 2016.12.22 2016가합556656
채무부존재확인
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 Defendant is a non-profit special corporation established under the Korea Technology Credit Guarantee Fund Act, and B (hereinafter “B”) is a company established for the purpose of manufacturing and selling electronic precision products on October 25, 2007. The Plaintiff is the largest shareholder of B, who invested KRW 1 billion with C as the representative director at the time of the establishment of B, together with B, owned shares of KRW 200,000 (50%) and was in the position of non-standing directors of B.

B. On November 19, 2010, the Defendant entered into a preferential subscription contract to acquire KRW 35,000 per share of KRW 43,000 per share of redemption conversion conversion conversion conversion shares issued by B (hereinafter “instant shares”) and KRW 1,505,00,00 per share of KRW 35,00 per share (hereinafter “instant contract”).

The main contents of the instant contract relating to the instant case are as follows.

Article 2(interested Person)(1) The term “interested person” means a major shareholder of B (B; hereinafter the same shall apply) or a natural person or legal entity for which A deems that A has a substantial control over the management of B, as follows:

Name C: Name and Address: (Omission) Name and Address A: (2) Interested persons referred to in paragraph (1) shall approve each of the provisions of this Agreement, and shall bear independently the same obligation as that under Section B shall bear for the account of interested persons, regardless of the legal invalidity of the obligation under Section B, as well as for the obligation under which they shall bear for the account of interested persons, such as whether or not the legal invalidity of the obligation under which they assume.

Section 3 (Issuance and Acceptance of Stocks) B shall issue new stocks in accordance with this Agreement as follows, and A shall underwrite the shares allotted by B:

1. Total number of shares to be issued: 1,600,000 shares;

2. Details on the issued stocks; and

(a) Class of stocks: Registered common stocks; and

(b) Quantity of shares: Registered common shares 400,000 shares; and

3. Par value of one share: 5,000 won; and

4. Details of new shares to be issued at the same time; and

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