(영문) 대전고등법원 2015.07.02 2014나2493 | 리걸엔진

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(영문) 대전고등법원 2015.07.02 2014나2493

위약금

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1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

Purport of claim and appeal

1..

Reasons

1. Basic facts

A. The Plaintiff Company as a party is a company engaging in similar investment advisory business, etc., Defendant B Co., Ltd. (hereinafter “Defendant Company”) is a company engaging in the sale, export and import business, etc. of Internet network equipment, and D Co., Ltd. (hereinafter “D”) is a company engaging in the wholesale and retail business, etc. of chemical medicine.

B. On August 19, 2013, the Plaintiff Company entered into a joint management agreement with the Defendant Company regarding D’s acquisition (hereinafter “instant joint management agreement”). The key contents are as follows.

Article 1 (Purpose of Contract) of the Joint Management Contract (Purpose of Contract) The purpose of this Agreement was to jointly manage the defendant company and the plaintiff company in the event that the defendant company takes over D with the attraction of investments by the plaintiff company.

Article 2 (Definitions) The defendant company shall take over D and then "company".

The business division operated by the defendant company is "existing company (before acquiring D)", the business division operated by the plaintiff company is "new company", and the "new company" is "D.

Article 3 (Contents of Joint Management) The defendant company and the plaintiff company shall take charge of the management of the "company" as follows:

-the composition of future-directors and auditors shall be equal to the number of the defendant company and the plaintiff company;

(each representative, each auditor, and the same number of directors of the board of directors)

2. The representative director of “company” shall be each one designated by the defendant company and the plaintiff company, and the directors and auditors of “company” shall be the number of persons designated by the defendant company and the plaintiff company, respectively;

(Designation of each representative director, equal number of directors and auditors)

3. The defendant company has the right of management for "existing company" among "company".

4. The Plaintiff Company has the right to manage “new company” among “company”.

5. Defendant Company designates the composition of D’s board of directors immediately after acquiring D’s shares.

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