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(영문) 대전지방법원 2014.10.16 2014가합2826
주권인도 등
Text

1. Defendant B transferred to Defendant C the shares listed in the separate sheet to the Plaintiff on July 10, 2012.

Reasons

1. Facts of recognition;

A. On July 10, 2012, Defendant B, the representative director of Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd”) concluded a share transfer agreement with the Plaintiff to transfer the shares in the separate sheet issued by the Defendant Co., Ltd. (hereinafter “instant shares”).

B. Defendant Company was established on October 25, 199, and did not issue share certificates with respect to the instant shares until the closing date of pleadings in the instant case.

[Reasons for Recognition] Unsatisfy, Gap evidence 1-1 to 4, the purport of the whole pleadings

2. Determination on the Plaintiff’s ground of claim against Defendant B

A. The transfer of shares before the issuance of share certificates is effective against the company at the expiration of six months after the date of incorporation or the date of payment of new shares. In such a case, the transfer of shares becomes effective only by the declaration of intention of the parties in accordance with the general principle as to the transfer of nominative claim (see Supreme Court Decision 92Da16386, Oct. 27, 1992). A transferee of shares before the issuance of share certificates can solely file a claim for the transfer of shares with the company by proving that he/she acquired shares without the need for cooperation of the transferor, unless there are special circumstances. However, in order to oppose a third party other than the company, the transferor shall have the notification or approval of the transfer by a certificate with the fixed date equivalent to the transfer of nominative claim. In light of the fact that the transferor is required to notify the company of such transfer so that the transferee can satisfy the requirements for counterclaim against the third

(See Supreme Court Decision 2005Da45537 delivered on September 14, 2006). B.

Judgment

According to the facts found in Paragraph 1, Defendant B transferred the instant shares that had not been issued to the Plaintiff on July 10, 2012 after six months have elapsed since the establishment of the Defendant Company. As such, Defendant B special reasons.

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