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(영문) 대구지방법원 2019.12.12 2018가합209274
전환사채발행무효등
Text

1. The issuance of convertible bonds listed in the separate sheet issued by the defendant on April 13, 2018 shall be null and void.

2. The costs of the lawsuit are assessed against the defendant.

Reasons

1. Basic facts

A. 1) The defendant is a company established on April 29, 1992 for the purpose of manufacturing and selling motor vehicle parts. 2) The plaintiff is a defendant's internal director on March 29, 2019, and the defendant's representative director on March 30, 2018, was dismissed from office as the representative director on September 14, 2018, and currently is registered as the defendant's internal director.

C and D were appointed as the Defendant’s internal director on March 29, 2018, and C was appointed as the Defendant’s representative director on September 10, 2018, and E and F were appointed as the Defendant’s outside director on August 21, 2017, and G were appointed as the Defendant’s auditor.

B. 1) The Defendant shall issue convertible bonds with the face value and issue value of the bonds set at 15 billion won at the board of directors held on January 24, 2018 (hereinafter “first convertible bonds”).

Around January 25, 2018, a resolution was passed to issue the primary convertible bonds. The primary convertible bonds are the H Co., Ltd. (hereinafter “H”) on January 25, 2018.

11 billion won, Inc. I (hereinafter referred to as “I”)

(2) On April 13, 2018, when the board of directors held on April 13, 2018 (hereinafter “board of Directors”), the Defendant decided to issue the same convertible bonds as the attached list (hereinafter “instant convertible bonds”) and set the method of allocating the bonds to a third party for business purposes such as the introduction of new technologies and the improvement of financial structure, etc., and issued the instant convertible bonds on the same day.

The instant convertible bonds of this case are equivalent to KRW 2.1 billion by J on April 13, 2018, and K 'K et al.

A) The amount of KRW 2 billion, L has accepted each amount of KRW 1.4 billion. [The fact that there is no dispute over the grounds for recognition, the entries in Gap evidence Nos. 12 and 13, and the purport of the whole pleadings.]

2. The issuance of the convertible bonds of this case to the purport of the Plaintiff’s assertion is invalid or non-existent for the following reasons.

1) M and N (hereinafter “M, etc.”)

The defendant was actually controlled by the defendant for the purpose of "corporate match".

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