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(영문) 서울남부지방법원 2017.04.21 2016가합108954
신주발행무효의 소
Text

1. The issuance of new shares of 2,000,000 common shares issued by the Defendant on April 1, 2016 ought to be invalidated.

2. The costs of the lawsuit are assessed against the defendant.

Reasons

1. Basic facts

A. 1) The parties are stock companies that engage in software development business. 2) The Plaintiff A Co., Ltd. (hereinafter “Plaintiff A”) is the Defendant’s common share of 3,082,352; Plaintiff B Co., Ltd. (hereinafter “Plaintiff B”) is the Defendant’s common share of 600,000; and Plaintiff C is the shareholders who hold 117,648 common share of the Defendant.

3) E Co., Ltd. (hereinafter “E”).

the defendant around March 2016:

It is a company to which new shares are allocated, such as paragraph (1).

B. Defendant’s issuance of new shares

1. Kinds and number of new shares: 2,000,000 common shares; and

2. Par value per share: 500 won;

3. The issue value per share: 500 won;

4. The subscription date of new stocks: The due date of payment on April 5, 2016: April 6, 2016: The method of underwriting new stocks shall be allocated to a third party in accordance with Article 9 (2) 7 of the articles of incorporation.

The number of shares allocated to persons eligible for allocation E 2,000,000 shares 1,000,000,000

7. 1) On March 7, 2016, the Defendant issued a resolution by the board of directors (hereinafter referred to as “the resolution by the board of directors of this case”) of the following contents by allocating a third party that the Defendant should increase the capital to raise funds necessary for the implementation of the business (hereinafter referred to as “the resolution by the board of directors

(2) On March 25, 2016, the Defendant issued and distributed shares 2,00,000 shares (hereinafter “instant new shares”) to E on March 26, 2016 and on April 1, 2016, the Defendant agreed to offset the Defendant’s share price of KRW 1 billion against the Defendant’s share payment claim of KRW 1,40,000,000, out of the loan claim of KRW 1.4 billion owned by E., and completed the registration of change as to the issuance of the instant new shares on March 26, 2016.

C. The shares held by the Defendant’s major shareholders whose share ratio changes due to the issuance of new shares in the instant case were changed according to the issuance of new shares as follows.

Before the issuance of the new shares in this case, the number of shareholders’ name shares (share %) after the issuance of the new shares in this case is set at the third place below the decimal point.

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