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Reasons
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(영문) 대구고등법원 2016.11.09 2015나22183
주식반환 등
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1. The Plaintiff’s appeal against the Defendants and the selective claims added in the trial are all dismissed.

2. Appeal;

Reasons

1. Basic facts

A. On August 10, 2012, the Plaintiff entered into a share purchase contract with G to sell 100,000 shares of the F Co., Ltd. (hereinafter “F”) owned by the Plaintiff (hereinafter “instant shares”) to G for KRW 700,000,000 (hereinafter “instant share certificates”) for the share certificates to be sold to G for a price of KRW 100,000,000,000 (hereinafter “instant share certificates”). The main contents are as follows.

The Plaintiff is a legitimate shareholder holding 260,000 shares out of the total 601,100 shares of common shares issued by F, and G purchases 100,00 shares of the Plaintiff, while G purchases 100,00 shares of the Plaintiff’s shares, the parties agree as follows:

1 At the same time, the Plaintiff transfers 10,000 shares to G in gold KRW 700,000 at the same time as this contract is concluded.

② At the same time, G paid KRW 100,000 to the Plaintiff at the same time upon the conclusion of the instant contract, and at the same time, the Plaintiff shall deliver to G the actual share certificates regarding the instant shares, and pay KRW 100 million to G by September 30, 2012, and KRW 50 million by October 31, 2012.

Article 2 (Transfer of Transfer) F shall submit minutes of the board of directors approving the transfer of shares to G within two days from the date of this Agreement, and shall change the entry into the register of shareholders and back to August 20, 2012.

Article 3 (Matters to be Observed) (2) The plaintiff, F, and J undertake to recognize the right or succession of the contract without raising any objection in relation to the transfer or succession of the contract to a third party designated by G, such as the acquisition of the shares of this case.

③ If it is found that the Plaintiff, F, and J violated the above undertaking, the Plaintiff shall be paid KRW 500 million to G in penalty regardless of the rescission or termination of this undertaking.

Article 4 (Appointment and Payment of Remuneration for Directors) (1) The plaintiff, F, and J shall become effective.

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