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(영문) 서울고등법원 2019.05.30 2019나2015685

1. Revocation of the first instance judgment.

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.


1. Basic facts

A. On September 2007, the Defendant agreed to purchase the management right and majority shareholder shares (2,960,377 shares) of E Co., Ltd. (hereinafter “E”) owned by C and C and E Co., Ltd. (hereinafter “E”) at KRW 11,00 won per share and to purchase the price at KRW 33 billion in total.

Around September 5, 2007, the Defendant entered into a contract to purchase KRW 16.5 billion (2 billion in the contract amount, intermediate payment, KRW 7.5 billion in the remainder, and KRW 7 billion in the remainder) in the above F, G, F, and G’s actual custody (13.75% in the total number of outstanding shares) under the name of H Co., Ltd. H (hereinafter “H”) and one’s wife, and paid a promissory note (2 billion in the face value and KRW 7.5 billion in the total number of outstanding shares) issued by the Defendant, as part of the acquisition price, with a face value of KRW 7 billion in the face value (hereinafter “instant promissory note”).

B. C’s L Stock Acquisition 1) C’s L Stock Acquisition (hereinafter “L”) is a L corporation around October 30, 2006, about one year prior to the transfer of E’s management rights to the Defendant.

) The management right and outstanding shares of 5,431,732 shares (42.10% of the total outstanding shares) were transferred to 10,200 won per share (5,403,66,400 won in total) with M Limited Liability Company. C, a strategic investor at the time, and N (hereinafter referred to as “N”) operated by C and its management.

(2) G and E have accepted 2,980,752 shares of L, which are financial investors, acquired 2,450,980 shares (19.00% of the total outstanding shares, and 25 billion won). 2) M limited liability companies have agreed on the right to put options to sell 11,400 won per share plus 12% interest of 2,450,980 shares of the above L, which are acquired by C and M limited liability companies after October 30, 207. In order to guarantee the right to claim the payment of purchase price under the right to purchase, they have established the maximum debt amount of 37.5 billion won for L, acquired by E and N to secure the right to put options to sell 1,40 won per share, plus 12% interest from October 30, 207.