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(영문) 의정부지방법원 2017.11.24 2017가합51020
신주발행부존재확인의 소
Text

1. All of the plaintiff's claims are dismissed.

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

Reasons

1. Basic facts

A. The Defendant (formerly: C Co., Ltd.) is a stock company with the purpose of establishing and operating a theater, and the Plaintiff is a shareholder of the Defendant.

B. On September 22, 201, the Defendant issued 6,000 common shares of KRW 5,000 per face value, ② on October 19, 201, ③ 4,080 common shares of KRW 5,000 per face value, ③ on November 2, 2011, ③ 1,920 common shares of KRW 5,00 per face value, ④ on January 18, 201, ④ 4,800 common shares of KRW 5,00 per face value, respectively (hereinafter “new shares”).

The Plaintiff filed a lawsuit against the Defendant that the issuance of the first or fourth new shares is null and void, and on September 6, 2012, the first instance court dismissed the Plaintiff’s claim (Seoul Central District Court 201Gahap117766).

Accordingly, on July 25, 2013, the Plaintiff appealed, and the second instance court rendered a judgment to invalidate the issuance of new shares on July 25, 2013 (Seoul High Court 2012Na80851).

Although the defendant appealed against this, on June 23, 2016, he was sentenced to a judgment dismissing the appeal (Supreme Court Decision 2013Da64571) and the judgment became final and conclusive on the same day.

C. At the time of the Defendant’s representative director D, in-house directors E, F, and G, the resolution of the board of directors to issue the Defendant’s new shares was made on March 6, 2012, and both D, G, A, H, F, and I given up the acceptance of new shares.

D, F, and G resolved on May 21, 2012 to allocate forfeited stocks to a third party.

(hereinafter “Fifth Issuance of New Shares”). I, J, and G have acquired 20,000 common shares of the par value of KRW 5,000 issued on June 18, 2012.

On May 28, 2015, the representative director I, in-house directors D, and K passed a resolution of the board of directors that issued the Defendant’s new shares on May 28, 2015, the Defendant issued 339,200 common shares of KRW 5,000 at par value (hereinafter “six new shares”) on June 18, 2015.

The defendant assigned 242,596 shares to the existing shareholders, and I allocated 26,204 shares among forfeited shares, L 51,717 shares, and K 18.

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