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(영문) 부산지방법원 2014.04.24 2013가합17707
회사해산청구
Text

1. The defendant shall be dissolved.

2. The costs of the lawsuit are assessed against the defendant.

Reasons

1. Basic facts

A. The six companies, including Plaintiff, C, D, E, F, and G, etc., established the Defendant as the so-called special purpose corporation (SPC) on March 28, 2013 in order to conduct the H business publicly notified by the Korea Rail Network Authority on June 27, 2012 (hereinafter “instant business”). The Plaintiff is a shareholder who completed the payment by acquiring the Defendant’s shares of 81,900 shares (41.98%) out of 195,090 shares (41.98%).

B. On January 28, 2013, the Plaintiff and the Korea Rail Network Authority entered into an agreement on the promotion of H business (amended) (hereinafter “instant agreement”) with the content of the clause that an investing company’s established capital in the instant project shall be more than 4.2 billion won, and the matters related to the Defendant in the instant agreement were comprehensively transferred to the Defendant in accordance with the Defendant’s articles of incorporation.

C. The Korea Rail Network Authority did not recognize the Defendant, who did not meet the terms of KRW 4.2 billion in the established capital stipulated in the instant agreement, as an investment company under the instant agreement, and urged the Plaintiff as a party to the instant agreement to establish an investment company on several occasions from March 29, 2013 to September 30, 2013.

Accordingly, on May 28, 2013, the above six companies, the Defendant’s shareholder, determined to establish a separate investment company (hereinafter “new company”) by preparing “Korea Rail Network Authority H Business Plan and Declaration letter” (hereinafter “Korea Rail Network Authority”), but the remaining five companies, except the Plaintiff, did not pay the share price for the incorporation of the new company by the date of the closing of argument, and therefore, the above six companies did not proceed with the instant business through the new company.

E. Members of the Defendant’s board of directors are I, J, K, and L 4, and the board of directors held on September 4, 2013 held on the board of directors held on September 4, 2013: (i) the board of directors should not convene a provisional shareholders’ meeting on dissolution and liquidation of the company; (ii) the organization of the company should not be simplified; and (iii

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