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(영문) 서울중앙지방법원 2013.06.14 2012가단51453
주식양도및명의개서청구
Text

1. The plaintiff's claim of this case against the defendants is dismissed in entirety.

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

Reasons

1. Basic facts

A. The Plaintiff and Defendant B jointly established D Co., Ltd. (hereinafter “D”) around April 7, 1994, and the share ratio between the Plaintiff and Defendant B to D shall be 50%, respectively, and D’s representative director shall be in charge of Defendant B, and the Plaintiff shall not participate directly in the management of the company, but the Plaintiff’s shares shall be in title trust in the future of a third party.

B. Around January 17, 2000, the Plaintiff and Defendant B entered into an agreement with the purport that “The Plaintiff and Defendant B shall own 50% of the shares of Plaintiff D” and authenticated it.

C. After that, around September 10, 2009, D held a provisional general meeting of shareholders and decided to divide the business sector that controls the business activities of E and F limited liability companies (hereinafter “each of the subsidiaries of this case”) that are subsidiaries into the Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd.”) and completed the registration of company division on October 2009.

At the time of the resolution on the division of a company, D’s assets and liabilities related to the business division that belongs to the newly incorporated company is transferred to the defendant company, while the defendant company, the newly incorporated company, within the scope of net asset value, which is the difference between the above assets and liabilities, issued stocks and allocated 0.025 shares per share to the shareholders of D, who are the surviving company of the division, as of October 12, 2009, on the date of the division. The defendant company issued 5,000 shares and allocated all the above shares to the defendant company B, one person listed in D’s shareholder registry as of October 12, 2009.

At that time, D, a surviving company after division, decided to reduce 5,00 shares due to a decrease in capital following the above division, and around that time, D’s total number of shares issued D became 195,00 shares (20,000 shares - 5,000 shares).

E. Meanwhile, around May 2009, Defendant B transferred 50% of the shares owned by the Plaintiff under its own name on the ground of the termination of title trust from G, H and I, which received the title trust.

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