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(영문) 서울중앙지방법원 2015.01.30 2013가합76661
주주권확인 등
Text

1. The plaintiff's primary claim and the conjunctive claim are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. Defendant Company was established on December 13, 2007 and mainly engaged in the development and distribution of software and contents, and around May 12, 201, the total number of outstanding stocks was 6,390,000 shares (5,000 won per share, per share at the time of establishment, but the amount per share was changed to 500 won per share at par on May 3, 201, and the total number of outstanding stocks was 7,590,000 shares around December 30, 201.

On the other hand, C was appointed as the representative director of the defendant company on May 18, 2009 and resigned on August 20, 2013.

B. On May 24, 201, C decided to transfer common shares of the Defendant Company owned by it to D (issuance of Non-share Certificates) and prepared a share transfer contract, accompanied by a special agreement stating that “If the full amount of a cash loan for consumption between D and E (hereinafter “Nonindicted Company”) is resolved, the said share transfer contract is invalid.”

In addition, the above share transfer contract was accompanied by C’s certificate of personal seal impression, Defendant Company’s list of shareholders, and corporate certificate of seal impression. However, around May 26, 201, a certified fixed date (No. 204) was issued by a notary public from a mid-to mid-term General Law Firm (No. 204).

(No. 3). (c)

On June 25, 2012, the Plaintiff entered into an agreement on the transfer of shares with the content that the Plaintiff shall receive 1,800,000 common shares of the Defendant Company, which is its owner, from C, and the said agreement stipulates that “where the amount of a loan for cash consumption between the Plaintiff and the Nonparty Company is resolved in full, the number of shares to be transferred by the transfer of this company: The number of shares to be transferred to the Defendant Company’s common shares: 1,80,000 shares are owned by the Plaintiff, and the said shares are transferred to the transferee with the following indication: Provided, That the said transfer and acquisition shares are governed by a special agreement as set forth in the attached Form.

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