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(영문) 서울고등법원 2017.11.17 2017나2009518
주주명의변경
Text

1. The part concerning the conjunctive claim in the first instance judgment shall be revoked.

2. The defendant shall enter the attached list in the plaintiff.

Reasons

Basic Facts

The defendant is a stock company with the main business of manufacturing and selling clothes, and the plaintiff was employed as the representative director of the defendant before resignation on May 15, 2014, while holding 85% of the defendant's shares together with the plaintiff's wife C, and actually operating the defendant.

The Plaintiff, around 2004, established a limited liability company in China (hereinafter “instant limited liability company”) as the Defendant’s subsidiary in which the Defendant invested 100% of the equity capital.

(As of the date of the closing of argument in the instant case, the Defendant owned the shares in the separate sheet corresponding to 100% of the shares in the instant limited company. On April 29, 2014, the Plaintiff and C concluded a contract for management rights and acquisition of shares (hereinafter “instant contract for transfer of management rights”) with E, F, G, and H (hereinafter “E, etc.”) with the Defendant’s management rights and all shares held by the Plaintiff and the Plaintiff’s wife to E, etc., and entered into a contract for transfer of management rights and acquisition of shares (hereinafter “instant contract for transfer of management rights”).

Article 1 Transfer of Chinese subsidiaries (long-term investment securities on the statement of financial position on December 31, 2013) amount and time “B (E, etc.; hereinafter the same shall apply)” (hereinafter the same shall apply) shall be transferred to “A (Plaintiff and C; hereinafter the same shall apply) the ownership of the Chinese subsidiary owned by the Defendant (hereinafter the “instant Limited Corporation”) by April 30, 2014.

Article 2 (2) The share acquisition price shall be deemed to have been already paid through consultation between A and B.

On April 29, 2014, on which the Plaintiff, C, and E signed the instant management right transfer agreement, the Plaintiff entered into a transfer agreement (No. 3, hereinafter “instant transfer agreement”) with respect to the instant limited construction, as follows.

According to the instant management right transfer contract, E, etc. was registered in the Defendant’s register of shareholders, and on May 15, 2014, the Plaintiff resigned from the Defendant’s representative director, and G and F are the Defendant.

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