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(영문) 부산고등법원(창원) 2015.11.26 2015나21052
손해배상(기)
Text

1. The part of the judgment of the court of first instance against the Defendant (including the Counterclaim Plaintiff) shall be revoked, and that part shall be revoked.

Reasons

1. Basic facts

A. Status 1) Plaintiff AD Co., Ltd. (hereinafter “Co., Ltd.”) changed from June 11, 2014 to “AD Co., Ltd.”).

hereinafter referred to as “AD”

) A company is established on December 10, 2008 for the purpose of manufacturing engines, equipment, etc. for land and marine purposes, and Plaintiff A was the representative director of Plaintiff AD, and Plaintiff D (hereinafter “D”).

) A company is established on February 7, 2007 for the purpose of software development and informatization system consulting business, and Plaintiff B is Plaintiff E, F, and D’s internal director. 2) At the time of concluding a corporate transfer and takeover contract as described in Defendant E, F, and G as described in paragraph (1) below, Defendant E, F, and G changed its trade name to “J of the Company” on December 31, 2009 and September 9, 2010.

All hereinafter referred to as "I"

(3) At the time of the conclusion of the above corporate transfer and takeover contract, Defendant E was a company established on December 30, 200 for the purpose of manufacturing and selling sirens, cutting and selling steel plates, selling steel plates, etc. (3) Defendant G was holding 3,000 shares (40%) and Defendant G was operating 3,00 shares (30%) respectively.

B. (1) On December 24, 2009, the Plaintiffs entered into a corporate transfer and takeover agreement with Defendant E, F, and G on December 24, 2009 (hereinafter “instant corporate transfer and takeover agreement”) with the content that the Plaintiffs shall be subject to all transfer of management rights, property rights, etc. by acquiring all I shares from the said Defendants (hereinafter “instant corporate transfer and takeover agreement”).

The main contents of the instant contract for the transfer and takeover of a corporation are as follows. The transfer and takeover of a corporation (the transferor including business and business rights: I representative director E, E, F, and G transferee B: A, B, C, and D: A by agreement between the aforementioned parties, the transferor refers to A, B, C, and the transferee and the total issuance shares according to the corporation.

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