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(영문) 서울중앙지방법원 2018.02.09 2017가합512349
신주발행무효 등
Text

1. The part of the plaintiff A’s lawsuit and the conjunctive claim in the plaintiff B’s lawsuit are dismissed, respectively.

2. The remainder of the plaintiff B.

Reasons

1. Basic facts

A. On July 3, 2015, the Defendant was established on July 3, 2015, and there were Plaintiff B (3,000), D (3,000 shares), E (2,00 shares), and F (2,00 shares).

B. On October 12, 2016, the Defendant’s meeting of the board of directors issued new shares at KRW 5,000 (5,000) of the Defendant’s common shares issued at the issue price per share. Accordingly, the Defendant’s new shares issued at KRW 60,000 (60,000) on October 13, 2016.

C. The plaintiffs are above B.

The defendant, while filing the lawsuit of this case seeking confirmation of invalidity of the issuance of new shares under this subsection, has continued to do so, while the lawsuit is pending.

The issuance of new shares was withdrawn on the ground that there was a defect in the procedure of the issuance of new shares.

On June 30, 2017, the defendant held the board of directors on June 30, 2017 when the representative director D, directors E, and auditor F attended.

E. The above D.

The board of directors referred to in paragraph (1) determined the Defendant’s 60,000 common shares to issue new shares at KRW 5,000 per share, and the fixed date of payment is July 28, 2017, and the method of acquiring new shares was passed with the consent of D and E2 directors, which amount to a majority of the incumbent shareholders, with the purport that “the new shares that each shareholder has allocated the new shares in proportion to the number of shares held by each shareholder and that “the new shares that the shareholder has waived the right to subscribe shall be allocated to a third party.” Accordingly, the issuance of new shares was made (hereinafter “instant new shares”).

F. On August 3, 2017, the Defendant’s board of directors accepted 42,000 shares out of 60,000 shares, and 18,000 shares were approved by Plaintiff B.

G. On July 28, 2017, Plaintiff B paid KRW 90,000,000 to the Defendant for new shares of KRW 18,000.

[Reasons for Recognition] Facts without dispute, Gap evidence Nos. 1, 5, 8, 16, 17-1 through 3, Eul evidence Nos. 18, 19 and the purport of the whole pleadings

2. Determination on this safety defense

A. Determination as to the legitimacy of the primary claim is based on one party's standing.

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