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(영문) 창원지방법원 2016.12.08 2015가합34857
주식반환 청구의 소
Text

1. The plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The E Co., Ltd. (hereinafter “E”) is a company aimed at real estate sales business, etc., and Plaintiff A was registered as the E’s representative director from August 14, 2009 to July 1, 2015, with 12,00 shares listed in the Appendix E, Plaintiff B owned 4,500 shares for Plaintiff B, and Plaintiff C owned 11,70 shares for Plaintiff C (Provided, That stock certificates were not issued), and Plaintiff B was registered as E’s representative director from August 14, 2009 to July 1, 2015.

B. On April 18, 2013, between E and the Defendant entered into a contract for transfer and acquisition of a corporation related to E (hereinafter “instant transfer and acquisition agreement”) and the terms and conditions of transfer are as follows.

(1) All the obligations of E by no later than the date of conclusion of the contract shall be succeeded by the transferee and shall be civil and criminal liability incidental thereto.

(2) The representative director, director, auditor, and stock of a transferring corporation shall be changed to a person designated by the transferee on the execution date of the contract (the certified copy of the corporate register, the business registration certificate).

(3) A transferee shall also have the rights and obligations with respect to the substitute (G building 602) for the value-added tax unpaid in advance.

(4) A tax adjustment commission of 4.4 million won incurred at the time of the settlement of accounts in 2012 shall be liable and payable to a transferee to an accounting firm of Ansan-dong, Sung-gu, Sungwon-gu, Sungwon-si by April 30, 2013.

(5) The transferor is not liable for all civil or criminal matters resulting from the transferor, as the transferor has sufficiently explained to the transferee and the transferee has knowingly transferred or acquired all obligations and the transferee is also liable for all obligations and obligations of the transferor.

Plaintiff A 12,00 shares of the transferor, Plaintiff B 2,00 shares, Defendant B 3 Plaintiff B 2,500 shares, and Plaintiff C 11,70 shares of the transferor

C. On April 22, 2013, the Plaintiffs entered into a transfer or acquisition agreement with the Defendant and the selector (hereinafter “Defendant, etc.”) to transfer their shares as follows. Accordingly, the Plaintiffs completed the transfer or acquisition procedure on the following shares in the name of the Defendant, etc.

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