The shares at issue are paid for the purchase and sale price of the shares, so the name of the delinquent corporation must be changed.

Since the Defendant received the full payment of the purchase price of the shares, the Defendant is obligated to transfer the shares to the delinquent corporation and notify the Defendant of the transfer of the shares. The Defendant is obligated to implement the transfer procedure under the name of the delinquent corporation.

2012 Gohap32119 Revocation of Fraudulent Act

Korea

1. United StatesA 2. BB

July 25, 2013

September 26, 2013

1. The defendant UA shall:

A. On February 15, 2008, CCC Co., Ltd. (OO-gu OO-dong 607-13 DD buildings 307, representative director Switzerland), transfer shares in the attached list for reasons of a contract for purchase and sale of shares and acquisition of management rights;

B. A notice to the effect that Defendant BB transferred the shares listed in the separate sheet to CCC corporation by means of a certificate with a certified fixed date.

2. Defendant BBB will implement the transfer procedure to change the name of the shareholder on the list to CCC Co., Ltd. with respect to the shares listed on the separate list.

3. The costs of lawsuit shall be borne by the Defendants.

Cheong-gu Office

The purport of the disposition is the same.

1. Basic facts

A. The plaintiff's national tax claim

As of September 18, 2012, the Plaintiff has a national tax claim against CCC Co., Ltd. (hereinafter referred to as "CCC"), including value-added tax and corporate tax.

B. Conclusion of a contract for stock trading and acquisition by transfer of management rights

1) On February 15, 2008, CCC entered into a contract for purchase and sale of shares and acquisition of management rights (hereinafter referred to as “instant contract”) with Defendant U.S.A with respect to the shares listed in the separate sheet (hereinafter referred to as “instant shares”) as the representative director of Defendant BB (hereinafter referred to as “Defendant BB”).

【Agreement on Purchase and Sale of Stocks and Acquisition of Management Right】

Article 1. Sale and Purchase Agreement

(1) The seller shall sell, in accordance with the provisions of this Agreement, the shares of this case, such as entry in Schedula 1 owned by the seller, and the buyer shall purchase them.

(2) In accordance with the terms and conditions set out in this Agreement, the seller agrees to transfer the principal shares and the management rights incidental thereto to the buyer and the buyer take over them from the seller.

Article 2. Sales Price

The total purchase price of the shares of this case shall be KRW OO and shall be adjusted in accordance with section 6.

Article 3 Payment of Sales Price

(1) The buyer shall pay to the seller the amount equivalent to 20% of the total purchase price as the down payment on the day of this contract.

(2) On January 2008, the buyer shall pay the remainder to the seller the amount equivalent to 80% of the total purchase price.

Article 4 Transfer of Stock and Transfer of Title

A seller shall transfer all of the shares of this case to a buyer at the same time with the payment of the balance under Article 3(2), and complete the transfer procedure for entry into the register of shareholders of the company in the name of a buyer (hereinafter referred to as "Conclusion of this contract").

【Annexed Agreement】

Article 2. Paid-in capital increase

1. The buyer, after acquiring shares from the seller, decides to invest the OOO in the third party’s capital increase with capital increase issued by Defendant BB, but the buyer and the buyer agree on the amount in question in such a way that the buyer and the seller can guarantee 50% of each period of 50%.

2. The seller shall, upon the recommendation of the buyer, make investment in the purchase of the CCC’s shares after the sale of shares, ensure that the buyer can recover the invested principal of the investment from the seller within one month after the buyer’s general meeting of shareholders is held.

【Schedule1 Seller’s Stocks holding, the number of sales shares and sales amount】

(unit: Won)

Name of shareholders

Number of Stocks Held

Number of shares traded

Sales proceeds

Contract deposit (20%)

Balance (80%)

United StatesA

1,250,000 Shares

90,000 Shares

OOO

OOO

OOO

2) On April 25, 2008, the CCC, the U.S.A, the KimF, and the KimGG, sold 440,00 shares owned by the Defendant U.S.A to the CCC each of the KRW 550,00 shares owned by the CCC by the OOO, KimF, and KimGG, and each of the remainder payment dates changed to the content on May 15, 2008. However, each of the remainder payment dates changed to the content on May 15, 2008, they agreed to invalidate it and proceed to the original content of the contract again.

(c) Payment, etc. of purchase money;

1) On February 15, 2008, CCC transferred from the first bank account (O-O-O-O-O-O-O-O-O-O-O-O) in the name of CCC to the National Bank account of Defendant UA (O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O-O). On the same day, from the national bank account of Defendant UA to the national bank account of Defendant UAA to the foreign bank account of Defendant UAA (O-O-O-O-O).

2) On March 20, 2008, CCC transferred the OCO to the foreign exchange bank account in the name of CCC (OO-O-O-OOOOOOO) of the Defendant UA.S.

3) On March 27, 2008, CCC transferred OOOO to the account of Defendant UA’s National Bank from the above bank account.

4) On April 10, 2008, CCC transferred OOOO to the account of Defendant UA’s National Bank from the above bank account.

5) On June 16, 2008, CCC transferred OOO from the above Japanese bank account to the national bank account of Defendant UAA. On the same day, it transferred OOOO from the national bank account of Defendant UA to the foreign exchange bank account of Defendant UAA.

6) On June 17, 2008, CCC reported the fact that Defendant BB’s shares were acquired to the Financial Supervisory Service, and at that time the said fact was published.

(d) Preparation of instruments of commitment;

On June 20, 2008, the LabourJ, the representative director of the CCC, directed HaH (former name before the opening of the name): (a) sent to the Defendant U.S.A e-mail a letter of commitment (No. 8-2) as follows; and (b) the Defendant U.S. A consented to the content of the above letter of commitment, and (c) the PacificJ issued it to the Defendant U.S.A. e-mail with the signature and seal impression attached thereto.

【Declaration】

With respect to the acquisition of shares of Defendant BB between CCC and Defendant UA as of June 16, 2008, the following commitments to the acquisition of shares of Defendant BB between the CCC and UA as of June 16, 2008:

BB Representative Director JJ of BB

Date of undertaking: June 16, 2008

1. The surety shall set up and keep the OOO of the acquisition price of the shares of Defendant BB, and shall substitute this undertaking with a cash custody certificate.

2. The person undertaking to return to the United States by July 15, 2008 the OOO members kept in his/her custody.

3. The Observer undertakes not to exercise its sovereignty over Defendant BB until he pays the said cash in full to the United StatesA.

(e) Issuance and delisting of convertible bonds of CCC;

When Defendant U.S.A demands the implementation of the above commitment, the CCC issued a non-guaranteed convertible bond issued to Defendant U.S.A. on April 30, 2009; April 30, 2012; and on June 30, 2012, the redemption date; Defendant U.S.A. issued a list of shareholders containing CCC as shareholders holding 90,000 shares of Defendant BB on June 30, 2009.

On the other hand, CCC was delisting on February 10, 2010, and it was taken a measure of ex officio closure by the competent tax office on April 30, 2010.

F. Current shareholder status, etc. of Defendant BB

As of December 31, 2011, the total number of shares issued by Defendant BB is 2,200,000, the amount per share is OO, and the amount per share is 1,250,000 shares by Defendant U.S., KimF, 452,00 shares by KimF, 98,000 shares by KimG, and 400,00 shares by Defendant BB.

Facts without dispute over a part of evidence, Gap evidence 1 through 3, 5, 6, 8 through 10, 12, 13, 16, 17, 22 through 24 (including each number), and the purport of the whole testimony and arguments of HahH by a witness.

2. The parties' assertion

A. The plaintiff's assertion

CCC purchased 90,000 shares of Defendant BB owned by it from Defendant U.S.A, and paid OBO to Defendant U.S.A. Accordingly, the Plaintiff, a creditor of CCC, transferred the instant shares to CCC, notified Defendant BB of the transfer of the said shares by means of a certificate with a certified fixed date, and 2) Defendant BBB requested that the transfer procedure should be implemented in the name of CCC with respect to the instant shares.

B. The defendants' assertion

CCC has remitted the purchase price of shares to the national bank account of the Defendant U.S.A. However, since the said account was managed by the CCC, it cannot be deemed that the Defendant U.S.A. was paid for the said account. Defendant U.S.A. only received OOO won transferred from the said account to the foreign exchange bank account of the Defendant U.S.A.A. In the latter case, the CCC promised to pay all of the remainder OOO directors until July 15, 2008, but did not perform its duty, but the CCC’s convertible bonds issued by the CCC as a security for the remainder were closed, and no value exists as the CCC’s convertible bonds were closed. Accordingly, Defendant U.S.A did not receive OO won out of the purchase price from the CCC, and the Defendants did not have any obligation to comply with the Plaintiff’s claim.

3. Determination

A. The obligee's subrogation lawsuit is a preserved claim and the need for preservation

As seen in the above facts, the plaintiff has a national tax claim against CCC, and CCC is virtually insolvent because CCC has discontinued its business without paying delinquent tax. Thus, the existence of the preserved claim and the need to preserve it is recognized in exercising the creditor's subrogation right of the plaintiff.

B. Whether the purchase price of stocks is fully paid

In full view of the evidence and the overall purport of the arguments and evidence Nos. 14, 20, 222, among the money deposited in the national bank account of the defendant U.S.A., the OOOOO was used for the purchase of the CCC shares, and the OOOOOO withdrawn by the KSL, the representative director of the KSJ, which was substantially controlled by the CCC representative director, from the K KSJ, is recognized.

However, in light of the following facts, Gap evidence 3, Eul evidence 12, 13, and 16 (including serial numbers) and the overall purport of each entry and pleading, i.e., CCC 1) transferred the total amount of 000 won to the national bank account of defendant U.S. and 208 from February 15, 2008 to June 16, 2008, U.S.C. 100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000).00000000000000000000000000000000000000000).

(c) Conclusion

1) If so, Defendant UAA was paid a full amount of the purchase price of shares from CCC, and thus, pursuant to the instant contract, it is obligated to transfer the instant shares to CCC and notify Defendant BB of the transfer of the said shares with a certificate with a certified fixed date, and Defendant BB is obligated to implement the transfer procedure in the name of CCC with respect to the instant shares.

4. Conclusion

Therefore, the plaintiff's claim against the defendants is justified and all of them are accepted. It is so decided as per Disposition.