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(영문) 서울중앙지방법원 2020.02.07 2018가합566176
주식매매대금 등 청구의 소
Text

1. The Defendants are jointly and severally liable to the Plaintiff for KRW 17,961,328,369 and KRW 17,040,000 among them, from October 1, 2018.

Reasons

1. Basic facts

A. The Plaintiff is a company that engages in the production and sale of the vessel, steel, and voltage. The Defendants are the shareholders of D Co., Ltd. (hereinafter “D”) at the time of the instant contract, Defendant C was the representative director, and Defendant B was the company director.

B. 1) The Plaintiff entered into the instant contract with D on December 27, 2011, and 1,600,000 shares of registered ordinary shares of D issuance (the face value of KRW 500,000; hereinafter “instant shares”).

(1) The term “new shares subscription contract” refers to a new shares subscription contract under which the subscription price shall be KRW 10,650 per share, KRW 17,040,000 (hereinafter “instant new shares subscription contract”).

(2) At the same date, the Plaintiff entered into a shareholder agreement with Defendant C and Defendant B, holding 11.2% (1,455,672 share) of the total issued shares of D (4,50,259 share) as of the same day (hereinafter “instant shareholder agreement”). The Plaintiff entered into a shareholder agreement with the following contents (hereinafter “instant shareholder agreement”). The instant new shares subscription agreement and the instant shareholder subscription agreement (hereinafter “each of the instant contracts”).

Under the Shareholders Agreement, the Parties enter into this Agreement as of December 27, 201 (hereinafter referred to as “this Agreement”) with the Parties.

1. The Plaintiff (hereinafter “investors”);

2. An investor (the Plaintiff) whose major shareholder is Defendant B and Defendant C (hereinafter referred to as “major shareholder”) is a limitation on the disposal of shares under Article 2 shall not dispose of the shares by transferring the shares held to a third party or offering them as security for five years from the date of enforcement.

except in the following cases:

1. Where a prior written consent of the company or investors exists;

2. Where it is transferred to an affiliate company prescribed by the Monopoly Regulation and Fair Trade Act; and

3.In the case of a serious breach of contract, an investor of the option to sell stocks under Article 4 may sell all stocks owned by the investor to the major shareholder or to a person designated by the major shareholder, either at any time after the lapse of five years from the date of enforcement or when the company seriously violates this contract, by giving written notice to the company.

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