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(영문) 서울중앙지방법원 2019.04.12 2018가합559765
위약금 청구
Text

1. The plaintiff's 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 as the parties, the Defendant B (hereinafter “Defendant Company”), and D (hereinafter “Nonindicted Company”) are both companies established for the purpose of driving school business, etc., and the Defendant C is a person who served as the representative director of the Defendant Company from May 18, 2010 to August 29, 2016 after the incorporation of the Defendant Company, and E is a person who serves as the inside director of the Defendant Company from May 18, 2010 to May 2, 2018 as the representative director of the Defendant Company.

B. (1) On April 20, 2010, Nonparty Company entered into the instant investment contract (hereinafter “instant investment contract”) with the Defendants around April 20, 2010.

Upon entering into the agreement, the Defendant Company acquired KRW 45,400 per share of KRW 45,500 per share, and held KRW 11,000 out of KRW 35,500 outstanding shares of the Defendant Company. The part relating to the instant investment agreement relating to the instant case is as follows. The Non-Party Company (Evidence A No. 2-1) of the Investment Agreement (hereinafter referred to as “A”).

) The Defendant Company and the Defendant Company (hereinafter referred to as “B”)

Defendant C (hereinafter referred to as “A soldier”) and Defendant C

) The contract shall be entered into as follows. Article 6 (Prior Consent Matters, etc.):

1. Eul and Byung shall seek the prior written consent of Gap when intending to engage in any of the following activities:

Change of trade name or representative director;

2. Eul and Byung shall undergo a resolution of the board of directors present at the general meeting of shareholders or the directors appointed by Gap under Article 7 (1) when they intend to conduct any of the following acts:

Determination of Distribution

(b) Establishment of branches;

(c) Determination of remuneration for executive officers;

(d) Other matters which have significant influence on the finance and management of B. Article 7 (Dispatch and Designation of Officers and Employees)

1. Eul and Byung shall appoint two persons, each of whom shall be appointed by Gap, as registration directors and auditors, immediately after the investment of this Agreement is completed;

Article 9 (Inspection and Submission of Materials)

1.A may, if necessary for the management of B, request the auditor of B to conduct an audit and inspection, and B shall conduct an audit and inspection.

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