The plaintiff's claim is dismissed.

Litigation costs shall be borne by the plaintiff.

1. Basic facts

A. The Defendant Company is the largest shareholder who owns 78.95% of the shares of C Co., Ltd. (hereinafter “C”).

B. D (hereinafter “D”) concluded a stock acquisition agreement on December 22, 2015 between the Defendant Company and E (Dissolution on May 27, 2016, hereinafter “E”) to take over C (hereinafter “E”), and agreed that the Defendant Company and E transfer the entire shares of C to D, and D pay KRW 100,000,000 in cash to the Defendant Company as well as the Defendant Company’s debt amounting to KRW 23,937,300,000.

The main contents of the instant share acquisition agreement are as follows.

(1) In the event of any of the following subparagraphs, “transferor” and “assignor” may cancel or terminate this contract by giving written notice to the other party, regardless of the term of the contract, if: (1) if the other party violates any of the provisions of this contract or this contract without justifiable grounds and fails to correct the relevant violation within 14 days from the date of receipt of a written request for correction in writing, (2) if it is difficult to maintain the contract any longer due to a preservative decision and compulsory execution on the principal property of the other party, (3) if it is difficult to maintain the contract due to the commencement of the procedure for failure to pay national taxes or local taxes, composition, company reorganization, bankruptcy, etc.; (2) In the event of subparagraph (1)(i) of the above paragraph (1) of this Article, regardless of whether this contract was intentionally or by gross negligence or by gross negligence, the transferee shall be liable for damages to the other party. (2) In the event of cancellation or termination of this contract, the transferee shall not return the purchase price of shares after receipt of the contract.”