1. The plaintiff's appeal is all dismissed.

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

Purport of claim and appeal

The first instance court.

1. The reasons to be stated in this part of this Court’s basic facts are the same as the reasons for the relevant part of the judgment of the first instance court, and thus, they are cited in accordance with the main sentence of Article 4

2. Assertion and determination

A. The Defendants asserted that the Plaintiff did not notify the Plaintiff of the fact that the general meeting of shareholders was held for the instant merger and the instant merger by split and the instant business, and thereby, the Plaintiff lost the opportunity to exercise the appraisal right by the Dissenting Opinion under the Commercial Act.

Therefore, the Defendants are jointly and severally liable to compensate the Plaintiff for damages arising from the tort under Articles 389(3) and 210 of the Commercial Act; Defendant C is liable to compensate for damages based on the breach of duties under Article 401 of the Commercial Act; and KRW 401,586,159, which is equivalent to the purchase price of shares that the Plaintiff received when the Plaintiff exercised the appraisal right, deducted KRW 55,470,00, which is the face value that the Plaintiff would have received when transferring the shares of this case from the Defendants.

B. In order to ensure the recovery of investment by minority shareholders, appraisal rights under the Commercial Act refer to the right to demand that a shareholder who opposed to the above resolution purchase his/her own stocks at a fair price in cases where a resolution has been adopted by a majority of shareholders on matters concerning business transfer, merger after division, etc. which have a significant influence on the interests of shareholders. 2) In cases where a representative director of a stock company causes damage to another person by an intentional or negligent illegal act while conducting his/her business, the stock company shall be liable for damages to the third party under Articles 389(3) and 210 of the Commercial Act, and the representative director shall also be jointly and severally and severally liable with the stock company under Article 750 of the Civil Act or Articles 389(3) and 210 of the Commercial Act (see Supreme Court Decision 201Da50165, Jun. 27, 2013).