logobeta
본 영문본은 리걸엔진의 AI 번역 엔진으로 번역되었습니다. 수정이 필요한 부분이 있는 경우 피드백 부탁드립니다.
텍스트 조절
arrow
arrow
(영문) 서울고등법원 2018.10.26 2017나2037858
전환사채 및 신주발행 무효 확인
Text

1. The part of the judgment of the court of first instance against the plaintiffs falling under the following order shall be revoked.

The defendant on 2016.

Reasons

Basic Facts

The defendant has been established on August 21, 1998 and imported computer parts, peripheral devices, etc. from foreign manufacturers to sell them to domestic wholesalers.

Plaintiff

A Co., Ltd. (hereinafter “Plaintiff”) is a company established on December 11, 2015 for the purpose of acquiring domestic and foreign companies, raising funds for mergers, and providing advisory services related to their operation. Plaintiff B is an internal director who is the representative of Plaintiff Company and owns all the shares issued by Plaintiff Company.

On September 30, 2015, the total number of shares issued by the plaintiffs was 6,918,324 shares as of September 30, 2015, and at the time D representative director D owned 1,217,643 shares (17.60%) and was in the position of the largest shareholder.

Plaintiff

On December 17, 2015, the Company purchased 670,000 shares issued by Defendant from outside Korea.

Plaintiff

B acquired 249,805 shares issued by the Defendant on December 17, 2015, and 55,00 shares issued by the Defendant on December 21, 2015, respectively, but disposed of 5,00 shares issued by the Defendant on December 21, 2015, and finally held 29,805 shares issued by the Defendant.

In other words, Plaintiff B acquired a total of 355,117 shares issued by Defendant from January 27, 2016 to March 2, 2016, thereby holding 654,922 shares issued by Defendant (=29,805 shares 35,117 shares).

On December 23, 2015, the Defendant issued the Defendant’s convertible bonds by holding a board of directors on December 23, 2015, and passed a resolution to issue convertible bonds of KRW 3.2 billion in total issued value (hereinafter “instant convertible bonds”) with the consent of all directors present (hereinafter “resolution to issue the instant convertible bonds”). On December 24, 2015, the Defendant issued the instant convertible bonds.

Attached Form

Each company entered in the name of the person subject to issuance of the issuance was fully paid the subscription price for the convertible bonds on the same day.

(2) The Defendant issued new shares on March 15, 2016 (hereinafter “instant converted issuance”). The Defendant’s issuance of new shares again holds a board of directors meeting on March 15, 2016 and holds 500 won per share with the third party’s consent.

arrow