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(영문) 서울고등법원 2020.10.22 2019나2038480 (1)
매매대금
Text

The defendant's appeal is dismissed.

Expenses for appeal shall be borne by the defendant.

Purport of claim and appeal

purport.

Reasons

1. Basic facts

A. C Co., Ltd. (hereinafter “instant company”) is a company that runs the business of manufacturing and selling renewable energy, the business of designing and constructing waste disposal equipment, and the waste disposal business. The Defendant is the representative director and the largest shareholder of the instant company.

B. On September 23, 2013, the Plaintiff entered into a contract with the Defendant and the instant company under which the Plaintiff purchased KRW 60,000 per share of 60,000 per share of 1 share of redemption conversion conversion (hereinafter “instant contract for the instant redemption conversion”), and paid KRW 300,000,000 to the instant company on September 24, 2013.

The details related to the exemption from liability due to exercise of appraisal rights and force majeure in the contract of underwriting priority for redemption conversion of this case shall be as follows:

(1) A person who has subscribed for shares may request the largest shareholder to purchase all or part of the shares to the largest shareholder where a cause falling under any of the following subparagraphs is discovered or occurs to the company or the largest shareholder, and in this case the largest shareholder shall, upon the request of the underwriter, purchase the shares:

7. Where a company fails to complete the disclosure of its company within December 31, 2016, the underwriter's claim for appraisal of stocks under paragraph (1) shall be made in writing, specifying the price and quantity of the stocks subject to purchase to the largest shareholder, and a sales contract for the stocks shall be deemed to have been concluded at the time when the underwriter's claim for purchase arrives.

(3) Where an underwriter claims purchase of stocks from the largest shareholder under paragraph (1), the largest shareholder shall pay the purchase price calculated under paragraph (4) to the underwriter in return for share transfer within 30 days from the date of receiving the request for purchase, or within the period designated by the underwriter.

(4) The purchase price per share of the shares subject to purchase under paragraph (1) shall be the issue price per share and the issue price per share, provided that the purchase price per share shall be the capital increase after the issuance of the convertible shares.

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