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(영문) 광주지방법원 2018.01.10 2017가단512813
주식인수절차이행
Text

1. The plaintiffs' claims against the defendants are all dismissed.

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

Reasons

1. Basic facts

A. The Plaintiffs owned the shares of Nonparty F and Nonparty G Co., Ltd. (hereinafter the name of the Co., Ltd.), and owned the shares of each of the above two companies as shown in the attached Form when they are collectively named.

B. Each of the instant companies, as the transferor, the Defendant D (hereinafter “Defendant D”) drafted a “written acceptance agreement” around June 2016 as the transferee, and the content thereof is as follows.

(hereinafter referred to as “each acceptance agreement of this case”) . - (c) - The purpose of this contract is to comprehensively accept and transfer all rights and obligations on the corporation in which the transferor is operating.

Article 2 (Succession to Business) The transferor and all transaction partners who are in transactions as of the date of business takeover shall take over and continue transactions by the transferee, and the transferee shall be responsible for all the claims and obligations arising before the date of business takeover.

Article 4 (Transfer and Acquisition Assets and Record Date) The transferee shall take over the total amount of assets and total amount of liabilities on the account books of the transferor as of June 30, 2016.

Article 6 (Payment of Transfer and Acquisition Price) The transferee shall substitute for the acceptance of corporate obligations in accordance with the additional data submitted by the transferor.

Section 7 (Effect of Transfer or Acquisition) In principle, this Agreement shall take effect on July 1, 2016.

Article 8 (Duty of Cooperation) The transferor shall actively cooperate in the performance of all procedures following the acquisition by transfer of the business by the transferee.

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 5, purport of whole pleadings

2. The parties' assertion and judgment

A. Since the Plaintiffs’ assertion 1 shares are the most important and key elements of a corporation, it is reasonable in light of the empirical rule to include all rights and shares of a corporation in the scope of comprehensive property, and furthermore, the transferee’s comprehensive transfer and acquisition contract for a corporation is all rights and obligations with respect to the pertinent corporation.

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