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(영문) 수원지방법원 2018.11.16 2017가합26280
주주지위확인 및 명의개서청구
Text

1. Defendant B is a shareholder of 25,00 shares issued by Defendant D Co., Ltd. in the name of Defendant B, and Defendant C is a shareholder of Defendant C.

Reasons

1. Basic facts

A. The Plaintiff is the representative director of E Co., Ltd. (hereinafter “E”), and B is the person who served as the representative director of Defendant D Co., Ltd. (hereinafter “Defendant Co., Ltd”).

B. On March 15, 2016, E entered into a contract between the Defendant Company and the Defendant Company for the transfer and acquisition of business, including the content that the Defendant Company should transfer 50% of the shares issued by the Defendant Company at the time of paying the down payment (Article 5(5) of the contract), while the Defendant Company would have to receive all of the construction project of the Han-gu, Young-gu and 21 parcels of land, which was in progress, by transfer.

In relation to the above business transfer contract, E paid 2.5 billion won to the defendant company as the "related stocks and business transfer proceeds", and paid 250 million won as the down payment at the time of concluding the contract, 1.0 billion won as the down payment, 1.0 billion won at the time of re-Commencement and new PF, and 1.25 billion won within 2 months thereafter (Article 4 of the contract). On the same day, the plaintiff paid 250 million won as the down payment to the defendant B.

C. Meanwhile, on the same day pursuant to paragraph (5) of the business transfer agreement, the Plaintiff entered into a share transfer agreement with B to acquire 25,000 shares issued by the Defendant Company, and 25,000 shares issued by the Defendant Company from Nonparty C, a shareholder of the Defendant Company, respectively. The shareholder registry of the Defendant Company on April 20, 2016 entered the Plaintiff into a share transfer agreement with the Plaintiff as a shareholder holding 50,00 shares out of the total number of shares issued by the Defendant Company.

The Plaintiff was appointed as a director at the general meeting of shareholders of the Defendant Company on March 17, 2016 and was in the position of representative director from March 17, 2016 to July 27, 2016. However, the board of directors of the Defendant Company, held on July 27, 2016, passed a resolution to dismiss the Plaintiff from the representative director and appoint B, and completed the registration of change of executive officers. Meanwhile, the acquisition of business rights concluded with the Plaintiff on March 24, 2017, was revoked.

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