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The plaintiffs' claims against the defendants are dismissed in entirety.
The costs of lawsuit shall be borne by the plaintiffs.
Reasons
1. Basic facts
A. Defendant C Co., Ltd (hereinafter “Defendant Co., Ltd”) is an unlisted corporation established with 10,000 shares issued on February 10, 2012.
Defendant D is a shareholder who owns 100% of the shares of Defendant Company and a joint representative director of Defendant Company.
B. On July 6, 2012, Defendant D transferred 4,900 shares (49%) to Plaintiff A and 200 shares (2%) to Plaintiff B (hereinafter “instant share transfer agreement”), and entered the same in the register of shareholders.
C. On June 7, 2013, Defendant D held a special general meeting of shareholders and passed a resolution to appoint G and Defendant E as a director. A board of directors held a resolution to issue a common share of 199,200 (10,000 won per share) of the Defendant Company as new shares.
As of June 13, 2013, Defendant D prepared a list of shareholders as set forth below, and based on which new shares are issued (hereinafter “instant issuance of new shares”), Defendant D prepared a written waiver of preemptive rights to the effect that G, Defendant E, and H, except Defendant D, renounces the new shares allocated, on June 10, 2013.
List of Shareholders: D 3,500 Shares 202,70 shares G 3,000 shares G 3,000 shares 30% E 3,000 shares E 3,000 shares 30% E 3,000 shares 3,000 shares 300 shares H 500 shares 50 shares 10,000 shares total of 10,000 shares 209,200 shares 200 shares
D. On October 21, 2013, Defendant D filed a lawsuit against the Plaintiffs that “The instant share transfer agreement is invalid, cancelled, or cancelled (as it is a juristic act which has substantially lost fairness due to gleep, cancellation as it is a juristic act by coercion, cancellation as it did not pay a purchase price, and cancellation is confirmed that the shareholders’ rights of A and B are against D).”
(J) Busan District Court Branch 2013Gadan20702). The above court rendered a judgment dismissing all D's claims on June 2, 2015, and all appeals and appeals were dismissed, and the above judgment became final and conclusive on May 2, 2016.
(hereinafter referred to as “prior action”). (e)
Defendant D's issuance of new shares in this case.