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(영문) 서울중앙지방법원 2016.03.23 2015가합549897
채무부존재확인
Text

1. All of the plaintiffs' claims are dismissed.

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

Reasons

1. Basic facts

A. The Plaintiffs are respective representative directors of the Defendant Company, and the Defendant Company is a KOSDAQ-listed corporation.

B. On August 28, 2013, the Defendant Company issued the instant bonds with warrants that are separated from private placement (total face value of KRW 5.5 billion, exercise price of KRW 4,049, and hereinafter “instant bonds with warrants”).

C. On August 28, 2013, Plaintiff A purchased a certificate of preemptive right to new shares (the quantity that can be acquired as Defendant’s common shares at KRW 185,230 based on the exercise price of KRW 4,029) separated from the instant bonds with warrants at KRW 26 million.

Plaintiff

B on August 28, 2013, purchased a certificate of preemptive right indicating the preemptive right (the number to acquire common shares of the Defendant Company at KRW 308,718 on the basis of the exercise price of KRW 4029) separated from the instant bonds with warrants at KRW 50 million.

(hereinafter) The plaintiffs' certificate of preemptive right to new shares purchased as above refers to "the preemptive right of this case". D.

Plaintiff

A on January 28, 2014, sold 160,000 common shares of the Defendant Company to KRW 9,537 per share.

Plaintiff

B on January 28, 2014, the Defendant Company sold 73,000 common shares per share to KRW 9,011 per share.

(hereinafter) The common shares of the Defendant Company that the Plaintiffs sold as above are referred to as “instant common shares” (hereinafter referred to as “instant common shares”).

On July 7, 2015, the Financial Supervisory Service notified the Defendant Company of the acquisition of the short-swing profit of KRW 877,866,365 by the Plaintiff under the provisions of the Capital Market and Financial Investment Services and Capital Markets Act (hereinafter “Capital Markets Act”) and that Plaintiff B acquired the short-swing profit of KRW 366,186,151 under the Capital Markets Act.

Article 172(1) of the Capital Markets Act and Article 195(2)2 of the Enforcement Decree of the same Act (hereinafter “Enforcement Decree”) shall apply to the Plaintiffs by deeming the instant preemptive right and the instant common shares as different types of securities.

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