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(영문) 서울고등법원 2014.12.18 2014나2013097
불성실공시법인 지정 등
Text

1. The plaintiff's appeal and the conjunctive claim added in the trial are all dismissed.

2. After filing an appeal.

Reasons

1. The reasoning for the court's explanation of this case is as follows, except for the following determination as to the plaintiff's assertion and the conjunctive claim raised in the trial of the court of first instance in connection with the primary claim, and therefore, it is consistent with the reasoning for the judgment of the court of first instance. Thus, it is acceptable to accept this as it is in accordance with the main sentence of

2. The addition;

A. On June 18, 2013, the date for the payment of the down payment, the Plaintiff asserts that: (a) the fact that C was provided as a collateral stocks with a value in return for cash payment, which is the down payment, constitutes “a minor matter and where the Exchange recognizes that it does not have any influence on the stock price” under Article 31(1)4 of the Defendant’s Disclosure Regulations; and (b) even if the said fact was not publicly announced, it cannot be deemed a false public announcement.

As seen earlier, C’s receipt of 1 million shares issued by the Plaintiff from the transferee on June 18, 2013 is not a substitute for the payment of down payment amounting to 650 million won, but a security of down payment. Ultimately, C was not paid down payment on the down payment date, which constitutes a change in the content of public announcement as a change in the payment date of down payment, and if no information on the payment schedule or payment terms is public notice of the transfer price, it would result in not disclosing any information about the possibility of cancelling the contract due to the unpaid payment, etc. after the conclusion of the contract. In light of the above, it is reasonable to deem that the public notice report on the conclusion of management right transfer contract is naturally included in the schedule of payment and the terms of payment.

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