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(영문) 서울동부지방법원 2018.03.30 2017가합112780
주식양도양수 계약 무효 확인의 소
Text

1. The defendant shall have 53,392 shares out of the defendant's ordinary shares (10,000 won per share) to the plaintiff A, and the plaintiff B.

Reasons

1. Basic facts

A. The status of the party is a non-permanent corporation established for the purpose of civil engineering work, etc., and the plaintiff A is a representative director of the defendant, who holds 94% of shares issued by the defendant, and the plaintiff B is a shareholder who holds 6% of shares issued by the defendant

B. On November 9, 2015 and November 13, 2015, the Defendant, upon a resolution of the board of directors, notified each shareholder of the acquisition of the shares of the acquisition of the shares.

After that, on December 30, 2015, the plaintiffs submitted to the defendant an application to transfer their shares owned by them to the defendant.

Accordingly, on December 30, 2015, the Plaintiffs concluded each share transfer agreement with the Defendant’s shares owned by the Plaintiffs, and the main contents thereof are as follows.

[Stock Transfer Price Contract between the Plaintiff A and the Defendant] Stocks subject to transfer: Transfer Price of 53,392 Common Stocks Co., Ltd. (10,000 won per share): 507,224,000 won per share (9,500 won per share): December 30, 2015 (Matters under special agreement)

1. The transfer value per share as above shall be calculated on the basis of the market price calculated according to the method prescribed by the Inheritance Tax and Gift Tax Act as of the date of transfer, but the calculation date shall be December 30, 2015;

2. In acquiring the Plaintiff A’s shares, the Defendant shall acquire shares in accordance with the Commercial Act procedures.

3.As of the date of this Agreement, a set-off shall be made within the extent of the transferred amount out of the balance of a monetary loan for consumption between the plaintiff A and the defendant, and the balance after set-off shall be settled later

[Stock Transfer Price Contract between Plaintiff B and Defendant] Stocks subject to transfer: Transfer Price of 3,408 Common Stocks Co., Ltd. (10,000 won per share): 32,376,000 won per share (9,500 won per share): December 30, 2015 (Matters under special agreement)

1. The transfer value per share as above shall be calculated on the basis of the market price calculated according to the method prescribed by the Inheritance Tax and Gift Tax Act as of the date of transfer.

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