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(영문) 서울중앙지방법원 2014.05.22 2013가합53552
약정금 등
Text

1. The plaintiff's claims against the defendants are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Facts of recognition;

A. The party status 1) The F Co., Ltd. (hereinafter “F”)

(2) Defendant B acquired the F’s stocks and management rights from the Plaintiff. The Plaintiff was the largest shareholder and the representative director of F. (2) The Plaintiff acquired the F’s stocks and management rights.

B. The Plaintiff and the Defendants entered into a management right acquisition agreement 1) The Plaintiff, G, and H (hereinafter “Plaintiff, etc.”) who were the representative director of F.

Around July 2, 2008, a limited liability company I entered into an agreement with Defendant B on the capital increase or acquisition by transfer of management rights (hereinafter referred to as a "contract on capital increase or acquisition by transfer of management rights") and entered into an attached agreement on the same day (hereinafter referred to as a "contract on acquisition by transfer of management rights"), and the attached agreement is an attached agreement.

A) The management right acquisition agreement and the agreement annexed thereto: ① (a) the F has issued new shares with capital increase with the third party allotment method; (b) the F is the personnel division; and (c) the shares of the divided company (unlisted corporation) owned by Defendant B are exchanged with the shares of the divided parent company (listed corporation) owned by the Plaintiff; (b) the Defendant B has the right to manage the shares of the divided parent company; and (c) the Plaintiff has the right to manage the shares of the newly incorporated company; and (c) on July 8, 2008, the F has issued capital increase with the third party allotment method; and (d) the Defendants acquired new shares 1,587,301 shares by paying KRW 13,99,94,820 to the Defendants.

C. The F’s personal division and the exchange of shares of the Plaintiff and the Defendants 1) The F, which together with the clothing manufacturing business and the real estate rental business, was divided into a real estate rental business and changed the F’s trade name into a “stock company F” around October 2008.

hereinafter referred to as “J”

2) On December 23, 2008, the Plaintiff and Defendant E, the Plaintiff and Defendant E, each of which were common shares 139,082 common shares of the F of the divided surviving company owned by the Plaintiff (hereinafter “Stock Company K” around November 2008, and changed from August 19, 2009 to “Stock Co., Ltd.”).

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