1. The plaintiff A's lawsuit shall be dismissed.

2. A merger that absorbs a limited liability company C on January 9, 2017 must be invalidated.

3...

1. Facts of recognition;

A. On January 9, 2017, the Plaintiff Land Construction Co., Ltd. is a creditor of a limited liability company (a former trade name: B of the limited liability company; hereinafter “C”) that has been merged with the Defendant and dissolved.

Plaintiff

A is one member of the “D Limited Liability Company”, a member of C, who is a Hungary-based member.

Defendant (formerly: Limited Liability Company E) is a company surviving after merger with C on January 9, 2017.

B. On November 9, 2016, the Defendant and C prepared an extraordinary general meeting minutes to the effect that the case of approval of the merger contract was resolved at a temporary general meeting of members on November 8, 2016, as an agenda item.

On January 9, 2017, the Defendant completed the procedures for protecting creditors following the merger, and prepared a provisional general meeting minutes to the effect that the merger will be resolved with the consent of all members of the general meeting.

C. The Defendant did not go through the notification procedure to the Plaintiff Branch Construction Co., Ltd., a creditor of C while proceeding with the instant merger, and recognized the minutes of the temporary general meeting prepared by the Defendant and C as being stamped only on the documents created by the certified judicial scrivener office.

[Ground of recognition] without any dispute, Gap's 1 through 5, Gap's 8 through 13, the purport of the whole pleadings and arguments

2. Determination on standing to sue

A. We examine ex officio whether the plaintiff A has standing to sue in the instant lawsuit.

B. Article 529(1) of the Commercial Act provides that “The invalidation of a merger may be asserted only by a lawsuit against any shareholder, director, auditor, liquidator, bankruptcy trustee, or creditor who has not approved the merger,” and Article 603 of the Commercial Act provides that the foregoing provision shall apply mutatis mutandis to the merger of a limited liability company.

C. As to the instant case, the fact that C was one of the members of D Limited Liability Company at the time of the instant merger is as seen earlier.

On the other hand, even according to the assertion itself, the plaintiff A is not a member of C.