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1. Revocation of the first instance judgment.
2. All plaintiffs' claims are dismissed.
3. Total costs of litigation are assessed against the Plaintiffs.
Reasons
1. Basic facts
A. On January 23, 2014, Plaintiff A entered into a contract with the Defendant for acquisition of shares and management rights (hereinafter “instant acquisition agreement”) with the effect that “Plaintiff A purchases registered ordinary shares 38,300,539 shares issued by D Co., Ltd. (hereinafter “subject company”) from the Defendant (hereinafter “subject company”) and management rights incidental thereto at KRW 32 billion” (hereinafter “instant acquisition agreement”).
(2) The buyer shall pay a down payment of KRW 6.4 billion to the seller on the date following the date of the conclusion of this contract, which is 20% of the purchase price, as down payment. (3) The buyer shall pay a down payment of KRW 6.4 billion to the seller on the date following the date on which two months elapse from the date of the conclusion of this contract, which is the date before the date on which the parties have agreed otherwise (or the date on which the parties have agreed otherwise, and the date on which the actual transaction under this contract is closed “the date on which
In addition, the seller’s transfer of the name of the shareholder of this case from the seller in the name of the buyer, delivery of all documents necessary for the resignation of the existing officers, and appointment of directors and auditors designated by the buyer pursuant to this contract, and simultaneously, the remainder of KRW 25.6 billion (hereinafter referred to as “the remainder”) at 80% of the purchase price to the seller pursuant to Article VIII(2) of this Agreement.
(1) The seller shall hold a temporary general meeting of shareholders of the subject company so that he can be appointed as directors and auditors of the subject company without delay after the conclusion of this contract by a resolution of the board of directors, and a person designated by the purchaser shall be appointed as directors and auditors from the temporary general meeting of shareholders. (2) The buyer shall request the purchaser to provide the list of the registered directors and auditors to be appointed and the summary thereof until a notice of the temporary general meeting of shareholders is given under paragraph (1) (or by the date thereafter).