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1. All of the plaintiffs' claims are dismissed.
2. The costs of lawsuit are assessed against the plaintiffs.
Reasons
Basic Facts
The Plaintiff A Co., Ltd. (hereinafter referred to as the “Plaintiff”) is a company established on June 18, 199 as part of the restructuring of human resources of public enterprises by government-invested institutions, and some human resources, etc. of E Co., Ltd. (former FF Co., Ltd.) are divided.
Plaintiff
B, C, and D (hereinafter collectively referred to as “Plaintiff B, etc.”) sold the Plaintiff Company’s shares issued by the Plaintiff Company (hereinafter referred to as “company shares”) to its executives and employees in 2012.
Article 10 (Restrictions on Transfer of Stocks) If the shares of the company are to be transferred to another person with no compensation or at a cost, approval of the board of directors shall be obtained.
Article 11 (Right to Demand Purchase of Stocks) (1) A shareholder who intends to transfer his/her stocks shall request the company to approve the transfer in writing, specifying the kind and number of the stocks to be transferred.
(2) In cases falling under paragraph (1), the board of directors shall designate the transferor counterpart or have the company acquire the requested stocks.
(3) The purchase price of stocks shall be calculated by dividing the value of net asset value of the financial statements of the immediately preceding year by the total number of stocks issued.
Plaintiff
At the time of incorporation of the company, both shareholders were officers and employees of the Plaintiff company that transferred from E company to a company during the process of a company’s division. At the time, the shareholders set forth in the articles of incorporation of the Plaintiff company with the aim of operating the Plaintiff company and defending management rights from the hostile third parties in the same form as the so-called employee prop system.
The total number of trading shares of the year 200 71,00 13,000 140,090 140,450 2010 1,454 28,180 600,000 60 2002 741,919 437,426 600,000 631,469 312,551,000,000 200 203 631,469 312,51,000,000 1,000,000 190, 16710, 100, 86410, 000, 2006, 2625, 308, 304, 2008, 308, 2004