1. The plaintiff's claim is dismissed.

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

Basic Facts

On July 29, 2016, the special shareholders’ general meeting of the Defendant Company adopted a resolution to issue new shares with the purport that “60,000 shares of general shares (the issue price per one share), KRW 300,000,000 of the total amount of issued shares, and the due date July 29, 2016, the payment date was July 29, 2016, the shareholders allocated new shares in proportion to the shares held by each shareholder of the Gangnam Bank Gangnam Branch of the Gyeongnam Bank, the method of acquiring new shares, and the shares that waived the right to subscribe are offered by the general public.”

(hereinafter “Issuance of New Shares”). Two shareholders of the Defendant Company (2 shareholders C, 10% shares of the Defendant Company C, shareholders D) renounced preemptive rights to shares issued through the issuance of the instant new shares, and the third party submitted a new share subscription form to acquire the said new shares to the Defendant Company.

However, E did not pay KRW 300,000,000 until July 29, 2016, which was the due date for the payment of the subscription price for shares.

On August 16, 2016, the certified copy of the corporate register of the defendant company reflects the number of stocks issued by the issuance of the instant new stocks, and the registration of alteration with respect to the total number of issued stocks and capital was completed on August 16, 2016 as “120,000 common shares, 120,000 common shares, and 60,000 capital.”

The Plaintiff filed the instant lawsuit on October 24, 2016, which was within six months from July 30, 2016, following the date of payment for the issuance of new shares by the auditor of the Defendant Company.

[Ground of recognition] The plaintiff asserts that there is no dispute, Gap 1 through 5's each statement, the purport of the whole pleadings, and the plaintiff's assertion that the issuance of new shares in this case is invalid since registration of alteration has been made as if the new shares were valid in spite of the lack of payment by the underwriter of new shares, and thus, it is necessary to confirm that the issuance of new shares in this case is invalid for cancellation of registration

Judgment

Article 429 of the Commercial Act, which provides for a lawsuit to nullify the issuance of new shares, does not separately stipulate the grounds for invalidation, so the Commercial Act is a requirement for the request to maintain the issuance of new shares.