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(영문) 의정부지방법원 2015.09.17 2015가합51262
회사에 관한 소송
Text

1. Defendant B Co., Ltd., on October 14, 2014, partially run the business of the Defendant Geumsung Special Co., Ltd. (the part of electrical construction business).

Reasons

1. Indication of claim;

A. The Plaintiff is the inside director of Defendant B Co., Ltd. (hereinafter “Defendant B”), and Defendant B is a company with the purpose of electric materials wholesale business, retail business, electrical construction business, etc., and Defendant Gold Pulp Co., Ltd. (hereinafter “Defendant Gold Pulp”) is a company with the purpose of export and import of electric equipment, engineering business, etc.

B. Around September 2014, the Defendants entered into a merger agreement with Defendant B to divide the part of the electrical construction business of the Geumsung Electric Construction Co., Ltd. and to merge with Defendant B (hereinafter “instant merger after division”). The Defendants completed the instant merger registration on October 2, 2014, and Defendant B completed each of the instant merger registration on October 14, 2014.

(c) Pursuant to Articles 530-11 (2) and 527-5 (1) of the Commercial Act, the company involved in the division and merger shall make a public notice to the effect that any creditor has any objection to the merger, within two weeks from the date a resolution passed by the general meeting of shareholders to approve the merger agreement, shall be submitted within a period of not less than one month, and peremptory notice

However, in the process of the division and merger of this case, the defendant Franchisor theory did not properly take the creditor protection procedure under the Commercial Act in the process of the division and merger of this case, such as without going through a separate peremptory notice procedure for the effective cable corporation, which is an individual creditor.

Therefore, the merger by split in this case is null and void due to serious defects in the procedure.

2. Articles 208 (3) 2 and 150 (3) of the Civil Procedure Act of the applicable provisions of Acts (a judgment made by deemed as private capital);

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