logobeta
본 영문본은 리걸엔진의 AI 번역 엔진으로 번역되었습니다. 수정이 필요한 부분이 있는 경우 피드백 부탁드립니다.
텍스트 조절
arrow
arrow
(영문) 인천지방법원 2018.11.23 2018가합1021
신주발행무효확인
Text

1. The Defendant confirms that the issuance of new shares of 150,000 common shares (1,000 won per share) made on January 31, 2018 is null and void.

Reasons

1. The facts of recognition are as follows: ① the Plaintiff was changed from “Stock Company C” to “Stock Company B” on April 9, 2018; ② the Plaintiff was in the position of holding 195,000 shares out of 30,000 shares issued by the Defendant before the issuance of new shares (hereinafter “instant new shares”) on January 31, 2018; ② the Defendant’s board of directors, on January 31, 2008, issued 150,000 shares (1,000 shares per share per share) additionally to “the issuance of new shares (1,000 won per share per share)”; accordingly, the Defendant’s board of directors passed a resolution on the issuance of new shares in this case; and accordingly, the Defendant’s representative director acquired 150,00 shares in all of the new shares and allocated the Defendant’s shares to the Plaintiff (1,500 shares per share per share) or (3) the Defendant’s largest shareholder (14,500 shares per share per share per share).

2. In light of the fact that the ex post facto invalidation of the issuance of new shares is highly likely to undermine the safety of transaction and legal stability, the grounds for invalidation in a lawsuit seeking invalidation of the issuance of new shares shall be strictly interpreted as much as possible. However, in a case where there exists a violation of statutes or the articles of incorporation in the issuance of new shares and it is against the essence of the corporation or the basic principles of the Company Act or significantly affects the interests of the existing shareholders and the interests of shareholders and other interested parties, and where it is deemed that the issuance of new shares is considerably unreasonable even if considering the safety of transaction related to the shares, the interests of shareholders

(see, e.g., Supreme Court Decision 2008Da50776, Jan. 30, 2009). With respect to the instant case, the health unit was recognized as above, and the issuance of new shares in the instant case securing the Defendant’s representative director D’s control over the Defendant.

arrow