1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

1. Basic facts

A. The status of the parties, etc. 1) Defendant A Co., Ltd. (hereinafter “Defendant A”).

The purpose of this Act is private teaching institute business and online educational information business, and Defendant B (Co., Ltd. before the change; hereinafter “Defendant B”) is Defendant B.

(2) On September 16, 2014, the Plaintiffs were the shareholders of the Defendant A at the time of the instant share swap, which is deemed below, by concluding a share acquisition agreement with Nonparty D on September 16, 2014.

B. The instant share swap 1) As between Defendant A and Defendant B on June 8, 2016, Defendant A and the date of share swap on July 26, 2016, the shareholders other than Defendant B (hereinafter “small shareholders”) among the shareholders listed in Defendant A’s shareholder registry as the date of share swap.

) A comprehensive share swap contract with the purport that Defendant B will become a complete parent company holding the total number of shares issued by Defendant A by transferring all the shares owned by Defendant A to Defendant B and granting 4,800 won per registered common shares to minority shareholders (hereinafter the above comprehensive share swap is referred to as “instant share swap”).

(2) At least 2/3 of the number of voting rights present at a temporary shareholders’ meeting held on June 8, 2016, the approval of the instant share swap was made by the Defendants’ respective board of directors (hereinafter “resolution of the instant shareholders’ meeting”) upon meeting the requirements for a special resolution of at least 1/3 of the total number of issued and outstanding shares.

[Ground of recognition] Facts without dispute, Gap evidence 1, evidence 2-1, 2, 3, and 4 of evidence, the purport of the whole pleadings

2. The gist of the Plaintiffs’ assertion and the judgment of the Plaintiffs are as follows: (a) the instant share swap is to conceal the breach of trust by Defendant A management; and (b) exclude the minority shareholders of Defendant A.