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1. All appeals filed by Plaintiffs, Defendants C, D, and E are dismissed.
2. Of the appeal cost, the plaintiffs and the defendants C, D, and .
Reasons
Basic Facts
The Plaintiff Company A (hereinafter “Plaintiff Company”) is a company established for the purpose of multi-level marketing business, etc., and Plaintiff B is the representative director of the Plaintiff Company.
The multi-level sales organization, “H,” was established by Defendant F Co., Ltd. (hereinafter “Defendant F”), Defendant E Co., Ltd. (hereinafter “Defendant F”), and Defendant E Co., Ltd. (hereinafter “Defendant E”) with KRW 500 million capital, total number of issued and outstanding shares KRW 1,00,000 on January 5, 2016; hereinafter “Defendant E”) to multi-level marketing.
Defendant C and Defendant D invested in H, but organized H Claim Group, along with persons who have seen losses and I, and Defendant C assumed office as the representative director of Defendant E on February 12, 2016, and Defendant D as the inside director of Defendant E on April 27, 2016.
The plaintiff B agreed to acquire 49% of the shares issued by defendant E with a view to increasing the sales of the plaintiff corporation by using the business organization of defendant E.
Accordingly, on June 7, 2016, the Plaintiff B and the Plaintiff Company’s investors entered into a share acquisition agreement with Defendant C and D to acquire KRW 490,000,000 of the shares issued by Defendant E from Defendant C and D to KRW 4.9 billion (However, the total amount shall be paid after consultation based on the value assessed by the accounting firm later).
(hereinafter “instant share acquisition agreement”). In this case, Defendant E also participated as a party, and the main contents are as follows.
A: Plaintiff B and Defendant D: Defendant C and Defendant D: (i) as of the date of this contract, Defendant E: (i) holding 100% of the shares D’s issued by C as of the date of this contract; or (ii) guaranteeing that the existing shareholders of C and C have completed the transfer of all rights and obligations of D’s shares and shareholders before this contract is concluded, Byung will submit a list of shareholders.
(2) As of the date of this contract, B shall own the shares subject to acquisition in a state where there is no legal defect due and effective, and A shall hold the shares subject to acquisition.