(영문) 서울남부지방법원 2014.07.04 2013가합271

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(영문) 서울남부지방법원 2014.07.04 2013가합271

전환사채발행무효

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1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. The Defendant is a company running a business such as the sale of golf appliances and the distribution of instruments related to golf driving range, such as a golf sula, and the Plaintiff works as the Defendant’s representative director and resigned on May 16, 2012. Nonparty C is a person who was appointed as the Defendant’s representative director on October 5, 2012 after concluding the instant contract.

B. (1) On May 16, 2012, the Plaintiff entered into a contract with C to transfer the management right of 210,000 shares issued by the Defendant at the time (hereinafter “instant contract”). The main contents of the instant contract are as follows.

Article 1 (Purpose of this Agreement) ① The purpose of this Agreement is to determine all matters related to taking over the management rights of Company A (referring to the Plaintiff; hereinafter the same shall apply) and registered common shares 210,000 and “company” owned by “A” (referring to the Plaintiff; hereinafter the same shall apply).

2. The term "acquisition of management right" means a case where a person designated by "B (referring to C; hereinafter the same shall apply)" as a representative director and director of a company is selected and appointed by a special general meeting of shareholders without procedural defects and is able to operate the board of directors by a transferee.

section 3 (Sales Price, etc.) (1) The 105,002 note 10,000 per day of this contract shall be traded in the Won 15,00,000 won (Won 15,000,000).

Accordingly, “B” shall pay 100 million won (Won 15,000,000,000) to “A”, and “A” shall transfer all the shares of “A” and all the documents necessary for the transfer of shares to “B”.

2. On the six months after the date of this Agreement, “B” shall pay “A” a gold worth of KRW 8,000 (Won 8,000,000,000), and “A” shall transfer all the shares of “A” and all the documents necessary for the change of ownership of shares to “B”.

3. Within five business days from March 31, 2013, “B” means “A” in the amount of KRW 7,000,000 (Won 7,000,000).

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