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(영문) 광주고등법원(전주) 2017.08.31 2016나11931
회사에 관한 소송
Text

1. The plaintiffs' appeals against the defendants are all dismissed.

2. The costs of appeal are assessed against the Plaintiffs.

Reasons

1. Facts of recognition;

A. The parties 1) Defendant G Co., Ltd. (hereinafter “Defendant G”)

H Co., Ltd. (hereinafter “former H”) whose original trade name is H

Defendant H Co., Ltd. (hereinafter “Defendant H”) on March 13, 2015.

(2) The Plaintiffs are shareholders of Defendant G from the time when Defendant G had established the former H to the present date.

B. Establishment of Defendant H following the division of Defendant G’s company

1. To enhance management efficiency and expertise by establishing a new company through physical division with regard to passenger transport business, passenger transport business, chartered bus transport business, tourism business, rent-a-car business, small cargo handling business, and related business (hereinafter referred to as "transport business, etc.") among the business sections of the former H for the purpose of division;

2. Method of partition;

(a) Pursuant to Article 530-12 of the Commercial Act, the company shall be divided into a spin-off method whereby the company is incorporated by dividing the transportation business, etc. among the businesses operated by the company to be divided and the company to be divided acquires 10% of the stocks issued by the company to

(b) The date of subdivision shall be March 20, 2015 (Scheduled).

(c) A company shall be divided by a special resolution of the general meeting of shareholders pursuant to Article 530-3(1) of the Commercial Act, and a company established by the division pursuant to Article 530-9(1) of the same Act or a company to be divided shall be jointly and severally liable for the obligations of the company

In principle, the method of determining the assets, liabilities and capital of a company to be incorporated shall be distributed to the company that is incorporated, or the company that is incorporated with assets or liabilities directly or indirectly related to the division subject to division.

E. All of the divided companies are active, small assets and other rights and obligations, including rights and obligations under public law, and authorization and permission of facts with property value, labor relations, contractual relationship, lawsuit, and status as a rental business operator.

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