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1. The plaintiffs' appeals against the defendants are all dismissed.
2. The costs of appeal are assessed against the Plaintiffs.
Reasons
1. The reasoning of the judgment of the court of first instance concerning this case is as follows, except for the addition of the plaintiffs' decision as to the plaintiffs' assertion of the main defense of this case in the trial of the court of first instance as to this case, and therefore, it is consistent with the reasoning of the judgment of the court of first instance. Thus, it is acceptable in accordance with the main sentence of Article
(including the entry of relevant laws and regulations in the attached Form of the judgment of the court of first instance);
A. On December 30, 2016, after the filing of the lawsuit in this case, AC and AL were planned to merge between AC and AAC (hereinafter “AI”) from the time when the shares of AC were acquired to be shares of AJ Co., Ltd. (hereinafter “AC”), and even though there was no discussion on the comprehensive share swap between AL and AC, the Plaintiffs sent a written claim to file a lawsuit against the Defendants to the Audit and Inspection Committee of AC to the effect that AC and AL were to proceed with the comprehensive share swap of this case. This is a matter of course with the intent of preventing the plaintiffs from proceeding the lawsuit in this case.
At the time of filing the instant lawsuit, the Plaintiffs met the requirements for filing a shareholder derivative suit prescribed in the Commercial Act or the Act on Corporate Governance of Financial Companies. However, under such comprehensive share swap as seen above, the Plaintiffs were forced to lose the status of shareholder AC and become the parent company as a shareholder of the AL. In such a case, there are special circumstances that should be different from the withdrawal from the corporate legal relationship by disposing of shares voluntarily, and thus, the Plaintiffs’ eligibility for filing the instant lawsuit is lawful, since it is not lost.
B. We examine the judgment, the facts as seen earlier, each of the evidence mentioned earlier, and evidence No. 14.