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(영문) 서울중앙지방법원 2016.12.15 2016가합511011
손해배상(기)
Text

1. The plaintiff's respective claims against the defendants are all dismissed.

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

Reasons

1. Basic facts

A. The Plaintiff is the representative director of Defendant B Co., Ltd. (hereinafter “D”), and Defendant C is the representative director of Defendant B Co., Ltd. (hereinafter “Defendant B”) and E Co., Ltd. (hereinafter “E”).

Defendant B holds 3,695,127 shares issued E, and Defendant C holds 592,246 shares issued E.

Article 2 (Acceptance of Subject Shares) (1) B (referring to the plaintiff and D) shall subscribe to the total amount of 4,287,373 shares with the face value of 500 won registered ordinary shares issued by the company (hereinafter referred to as "subject shares"), and shall pay 12 billion won with the acquisition price of subject shares.

(2) Eul shall pay KRW 500 million to Gap (the defendants) on February 5, 2015, out of the subscription price of the relevant stocks.

(3) B shall be paid in installments to A by December 31, 2015, 5.5 billion won as an intermediate payment, out of the subscription price of the relevant shares.

Provided, That the amount and time may be adjusted in consultation with A.

(4) Eul shall pay a balance of 6 billion won out of the subscription price of the relevant stocks to Gap by June 30, 2016.

Provided, That the amount and time shall be adjusted in consultation with A and B.

Article 3 (General Meeting of Shareholders) (1) A shall pass at a general meeting of shareholders of a company (E) subject to 2015 and at a general meeting of shareholders of a company (E), two directors (one auditor) designated by B, and three directors of the existing A shall resign.

(2) Upon completion of the payment of part payments, A shall hold an extraordinary general meeting of shareholders to appoint directors and auditors designated by B in addition thereto, and existing directors and auditors designated by B shall resign.

Article 7 (Operation of Subject Company) (1) A and B shall operate the subject company through mutual consultation, and shall hold consultation with A on the management of the subject company through the number of persons dispatched by B and B.

Article 8 (Termination of Contract) (1) If a serious problem that threatens the continuation of a company arises due to a cause attributable to A before the transfer date of management right after the conclusion of this contract, it may be terminated by judgment of B.

2. A party to this contract.

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