1. It is reasonable for Defendant C to divide the portion of the electrical construction business on September 26, 2016 and merge with Defendant B.

1. Facts of recognition;

A. The Defendants are companies established for the purpose of electrical construction business, communications business, etc., and the Plaintiff is internal directors of Defendant B (hereinafter “B”).

B. On August 19, 2016, the Defendants entered into a merger agreement with Defendant B to divide the electrical construction business among the business sections of Defendant C Co., Ltd. (hereinafter “C”), and to merge the electrical construction business with Defendant B. Following the resolution of approval of the merger agreement, the Defendants completed the merger registration on September 26, 2016.

(hereinafter “this case’s merger after division”)

Defendant C had the obligation to borrow KRW 140,00,00 for the extinguishment of the Co., Ltd. at the time of the instant merger by split. However, in the process of the instant merger by split, Defendant C did not undergo the peremptory notice procedure as to whether the merger took place separately with respect to the known creditors under Articles 530-11(2) and 527-5(1) of the Commercial Act.

[Ground for recognition] Defendant B: Service by public notice (Article 208(3)3 of the Civil Procedure Act): Defendant C: The absence of dispute, each entry of Party A’s evidence Nos. 1 through 3 (including branch numbers), and the purport of the whole pleadings

2. Article 530-11(2) and Article 527-5(1) of the Commercial Act of the judgment of the company (the company shall make a public notice to the creditor who has an objection to the merger after division within two weeks from the date when the general meeting of shareholders is approved to approve the merger after division, and shall make a peremptory notice to the creditors known to it, respectively.

Considering that the corporate division and merger brings about a significant change in the company's assets as collateral for the bonds, if the creditor protection procedure is violated, it should be deemed that there is a serious error in the merger procedure.

In this case, the defendant C does not go through the peremptory procedure as to whether there is a separate merger with the "known creditor" under Article 527-5 (1) of the Commercial Act in the process of the merger by split.