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(영문) 서울중앙지방법원 2014.10.07 2013가합68929
약정금 등
Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. 1) The Defendant is a company established on September 1997 and engaged in the manufacturing and selling business of electronic parts (hereinafter “Defendant company”).

(2) As of March 31, 2009, the Plaintiff owned 1,726,100 shares (around that time, 13.19% shares) and D, one of the affiliates, owned 401,60 shares (3.07%) respectively, and owned 1,280,079 shares (9.78%) owned by the Defendant Company.

3) As between E on May 8, 2009, the Plaintiff: (a) had E acquire 1,280,079 shares of the Defendant Company’s company; (b) had E and its designated persons appoint them as directors of the Defendant Company and its affiliated companies (affiliated companies, such as F, etc.); and (c) has taken measures to dismiss or resign part of the existing officers of each of the above companies, thereby securing the Defendant’s management right; and (d) has the following contracts (hereinafter “instant acquisition agreement”).

(2) A) and B (E) agree as follows with respect to the acquisition of the Defendant Company’s treasury stocks (hereinafter “the instant treasury stocks”) and securing of management rights of the Defendant Company: Article 1 (Details and Prices of the instant treasury stocks) ① 1,280,079 shares ( approximately 9.78% of the total number of issued and outstanding shares), ② The Defendant Company’s board of directors prior to the transaction date determined by the Defendant Company’s board of directors (However, prior consent of B was required, Article 95/100 of the closing price of the Defendant Company’s shares) shall ensure that:

① He/she shall lawfully complete necessary matters, such as the resolution and public disclosure of the board of directors related to the Defendant Company, so that B may acquire the instant treasury shares by May 13, 2009.

Article 3 Section B shall ensure that Party A:

(1) To the extent legally permitted, this case is concerned.

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