1. Revocation of a judgment of the first instance;

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

1. Basic facts

A. The Plaintiff is the largest shareholder with 88.5% equity interest in C Co., Ltd. (hereinafter “C”), and the Defendant is a minority shareholder with 0.12% equity interest (500 equity interest).

B. The Plaintiff’s specially related person D holds shares of C 6.38%, and E holds shares of 5%.

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 3, purport of the whole pleadings

2. Determination as to the cause of action

A. If the Plaintiff and the Plaintiff’s specially related parties combine the Plaintiff’s share, it exceeds 95/100 of the total outstanding shares C. Thus, in order to achieve the management purpose of the company, the Defendant’s claim for sale of shares pursuant to Article 360-24 of the Commercial Act

B. The right to claim for sale of shares under Article 360-24 of the Commercial Act is the right to claim the sale of shares held by a shareholder who holds not less than 95/100 of the total number of shares issued by a company on his/her own account, if necessary to achieve its managerial purpose. When calculating the number of shares held by a controlling shareholder, the shares held by the parent company and its subsidiary may be added to the shares held by the shareholder. In this case, shares held by a shareholder who holds more than 50/10 of the total number of shares issued by the company may be added to the shares held by the shareholder. However, if the shareholder is a company, such as the plaintiff's assertion, there is no ground to view that the total number of shares held by the shareholder can be calculated by adding to the shares

In addition, in order to exercise the right to request sale of shares in accordance with Article 360-24 of the Commercial Act, the controlling shareholder notifies the convocation of the general meeting of shareholders by stating matters concerning the status of holding shares of the controlling shareholder, purpose of request for sale, basis and adequacy of calculation of sales price, and payment guarantee of sales price, and then obtaining approval of the request for sale at the general meeting of shareholders.