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Reasons
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(영문) 대구지방법원서부지원 2016.12.23 2014가합4614
이사해임
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1. The plaintiff's lawsuit of dismissal of all the directors, auditors, and directors against defendant B corporation shall be dismissed;

2...

Reasons

1. Basic facts

A. Defendant B Co., Ltd. (hereinafter “B”) is a company that engages in Arabic (IT) knowledge services, software development and sale, and data center establishment services. Defendant C is in office as a representative director and an intra-company director from March 22, 2004. Defendant D was in office on March 31, 2014, and Defendant D was in office as an internal director on February 4, 2014, and Defendant G was in office as an auditor on February 4, 2014.

(b) A stock transfer contract;

(1) Around February 2013, the Plaintiff (i) heard the horses that Defendant C et al., the representative director of the Plaintiff, through Defendant B’s internal director, intends to transfer all Defendant B’s shares, and (ii) agreed to pay the share price by November 30, 2013, in the name of Defendant C and HJ around August 2013 under the name of Defendant C and HJ (hereinafter “I”), the entire shares of Defendant B issuance (i.e., the face value of KRW 5,00), (ii) KRW 160,00 (i.e., the face value of KRW 148,88,H68, J 667, J 445, and all hereinafter “instant shares”) and the management right thereof (hereinafter “instant shares”). However, the Plaintiff agreed to pay the share price by November 30, 2013.

r. On February 4, 2014, the Plaintiff concluded a share transfer agreement with the Defendant C and HJ on the share transfer agreement between the Plaintiff and the Defendant F, under which the entire shares of Defendant C and the management rights of the instant shares, which are the entire shares of the issuance of Defendant B, should be transferred to KRW 3 billion (the value per share was calculated as KRW 18,750,000), and the main contents are as follows:

(이하 ‘이 사건 계약’이라 한다). ㈎. 피고 C의 148,888주 중 46,080주는 K, 47,448주는 L, 55,360주는 피고 F에게, H의 6,667주와 J의 4,445주는 L에게 양도한다.

㈏. 주식양수인들은 2014. 2. 6.까지 주식대금 30억원을 지급하고, 주식양도인들은 대금을 받음과 동시에 피고 B의 주주명부에 양수인들을 주주로 등재하는 명의개서를 함과 아울러 주권 실물을 교부하는 방법으로 주식을 양도한다.

Consolidatedly, the Plaintiff’s shares issued by Defendant C on February 5, 2014.

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