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(영문) 대전지방법원 천안지원 2018.12.21 2017가합103361
회사에 관한 소송
Text

1. The Defendants’ division of August 8, 2017 between the Defendants is invalid.

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

Reasons

1. Basic facts

A. The relationship between the parties 1) The Plaintiff is Defendant B Co., Ltd. (Gu Trade Name D Co., Ltd., hereinafter “Defendant B”).

Defendant B is a company with the objective of environmentally friendly new and renewable energy development business, etc., and Defendant C Co., Ltd (hereinafter “Defendant C”) is a company incorporated through the corporate division of August 8, 2017 (hereinafter “instant corporate division”) and aims at new renewable energy business, etc.

B. (1) On July 20, 2017, Defendant B’s shareholders on July 20, 2017, to resolve a case of approval for the division of the instant company on August 2, 2017 (hereinafter “instant general meeting”).

(2) On July 27, 2017, the Plaintiff sent to Defendant B a written notice to the effect that “I would express my opposition to the instant resolution as I consider that the instant resolution of the general assembly would have a serious impact on the shareholder’s assets,” and that “I would express my opposition to the resolution.”

3) On August 2, 2017, the Plaintiff attended the instant general meeting held on August 2, 2017, and expressed an opposing opinion as to the instant corporate division. 4) The instant general meeting was adopted a resolution on the instant corporate division (hereinafter “instant resolution”).

5) The registration of the instant corporate split-off was completed on August 8, 2017 with respect to Defendant B. C. The details of the instant corporate split-off are as follows: (a) the plan regarding the instant corporate split-off (Evidence A Nos. 4 and 1).

Ⅰ. A company to be incorporated in division;

4. Matters pertaining to the allotment of shares by the company to be incorporated to the shareholders of the company to be divided - The company shall allocate 83,000 shares to shareholders E (hereinafter referred to as “E”) registered in the shareholder registry of Defendant B as of the split date ( July 28, 2017) for each share of shares of the company to be divided.

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