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(영문) 서울중앙지방법원 2017.10.19 2017가합506177
기타(금전)
Text

1. All of the plaintiffs' claims are dismissed.

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

Reasons

1. Basic facts

A. E Co., Ltd. (hereinafter “E”) is a company established for the purpose of new drug development and sale, etc., and the Defendant is a major shareholder of E and a representative director.

B. On April 2016, the Plaintiffs concluded a contract with the Defendant to acquire the E shares owned by the Defendant (hereinafter “instant contract”).

The number of shares subject to the contract of this case and the amount of transfer are as follows:

Plaintiff

A 4,000 won A 4,000 won per share of the total value of stocks subject to transfer 4,000 won per 192,000 won B 500 won B 48,500 won 4,500 won C 48,000 won KRW 48,000 won per share of 4,000 won 192,000 won per share of 192,000 won

C. The Plaintiffs added the following special agreements at the time of entering into the instant contract.

1. The transferor (Defendant) of this share is the largest shareholder of E, and thus the obligation to safeguard is applicable for one year after listing.

2. Therefore, the transferor’s Defendant will compensate in cash within one month for the amount that is less than 90% in comparison with the closing price of 48,000 won (one week) as of the first business day after the expiry of the period of safeguard after the listing year.

3.If, after the conclusion of this Agreement, no later than the end of the foregoing paragraph 2 above, the public offering to increase or increase the amount of compensation shall be made to calculate the amount of compensation by adjusting the value corresponding to that rate.

4. Stock options shall not be determined as property, since the date on which the first exercise of the stock options is possible on August 12, 2018.

6. After the conclusion of this contract, the above shares shall be transferred through the account of the securities company.

E has prepared to list companies in the course of clinical trials on new drug development technology, such as hard disks and cirritis therapy from around 2015, and around July 2016, at the request of the Korea Exchange, it was impossible to obtain the level A or higher, which is the transit criteria, from the evaluation results of the technical nature of the new drug development technology conducted by the Korea Technology Institute, a specialized evaluation institute, and thereafter.

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