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(영문) 서울중앙지방법원 2018.08.31 2017가합532671
대여금(사채금)반환
Text

1. The Defendants shall jointly and severally serve as the Plaintiff KRW 1,430,607,407 and as a result, from April 27, 2017 to August 31, 2018.

Reasons

1. Basic facts

A. In relation to the status of the parties, the Plaintiff mainly aims at semiconductor business and cosmetics business. Defendant B Co., Ltd. (hereinafter “Defendant Co., Ltd.”) mainly aims at manufacturing and selling cosmetics for export. Defendant C is the representative director and the largest shareholder of the Defendant Co., Ltd.

B. On January 5, 2017, the Plaintiff entered into an acquisition of management rights and an investment contract between the Plaintiff and the Defendant C in a manner that the Plaintiff participated in the issuance of convertible bonds issued by the Defendant Company (hereinafter “instant investment contract”) to acquire management rights and corporate bonds by acquiring management rights and an investment contract between the Plaintiff and the Defendant C (hereinafter “instant investment contract”). The main contents are as follows.

Article 1 Issuance of Convertible Bonds

1. Defendant C shall allocate to the Plaintiff convertible bonds issued by Defendant C on the date designated by both parties after the conclusion of this contract.

2. The total amount invested in convertible bonds shall be three billion won, and when the plaintiff exercises his/her right to convert, he/she shall have the defendant company acquire shares of 51 percent of the total number of shares issued by the defendant company;

As to the conversion price and the convertible number of shares for this purpose, it shall be determined by a separate convertible bonds issuance contract.

4. When convertible bonds are deposited into the Defendant Company, corporate bonds with respect to total investments shall be issued and delivered to the Plaintiff, but the remaining amount excluding 1.5 billion won shall be limited to the use by means of deposit pledge or Escing to the law firm.

Article 2 Guarantee of Minimum Net Profits

1. Defendant C shall ensure, in accordance with the following table, the net profit of Defendant C in 2017:

2. If the Defendant Company fails to achieve the performance stated in the preceding paragraph, the Plaintiff may be treated as having been repaid without executing the pertinent investment amount.

Provided, That research and development expenses of the defendant company shall be deemed expenses in calculating the net profit under paragraph (1).

5. In the case of failure to achieve the minimum net profit under this Article, debentures.

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