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(영문) 서울중앙지방법원 2011.12.15 2010가합82085
소유권이전등기절차이행 등
Text

1. The part of the principal claim filed by the Plaintiff (Counterclaim Defendant) A, C, D, E, and F shall be dismissed.

2. The Plaintiff (Counterclaim Defendant) B is the debtor G.

Reasons

1. The principal lawsuit and counterclaim shall also be deemed the facts constituting the basis;

A. On September 6, 2008, the former Special Monitoring Co., Ltd., a KOSDAQ-listed corporation, was newly established as a company I due to a spin-off of the existing special monitoring and development projects sector, and its trade name was changed to Kro on September 8, 2008, and G Co., Ltd on September 23, 2009 by absorbing G Co., Ltd., which was changed to G Co., Ltd.

The former I, K, and G Co., Ltd., the same entity below, is the debtor company, and the former G Co., Ltd., the former G Co., Ltd. prior to the merger, is the former G.

On June 21, 2008, the Plaintiffs, the shareholders of the Plaintiff, agreed to transfer 2,036,080 shares issued by the Plaintiff Company prior to their merger (33% of the total number of outstanding shares 6,169,941 shares), 601, 199,921 shares for Plaintiff C, 19,05 shares for Plaintiff D, 184,99 shares for Plaintiff E, and 194,07 shares for Plaintiff F, respectively, in order to circumvent the former G in a manner that the debtor company prior to their merger merges with the former G.

The management right is transferred to Gu G at KRW 21.5 billion, but the agreement was entered into between the debtor company and the debtor company to acquire the assets and liabilities related to the existing business division prior to the merger (hereinafter “the first acquisition agreement”) and the agreement to allocate new shares issued by the debtor company prior to the merger to Gu G, and the acquisition of shares with only the content of the transfer of 2,036,080 shares issued by the debtor company prior to the merger with the debtor company prior to the merger, and the former company and G entered into a merger agreement with the debtor company prior to the merger.

In accordance with the above merger contract, the resolution of the board of directors regarding the merger was made, but on June 24, 2008, the merger decision was cancelled and the merger contract was cancelled.

B. Accordingly, the Plaintiffs received down payment of KRW 2.15 billion from the former G on June 21, 2008, and the intermediate payment of KRW 7.355 billion on September 5, 2008 from the former G, and received KRW 203,608 of the shares issued by the debtor company before the merger to the former G on the same day.

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