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(영문) 수원지방법원 성남지원 2018.01.16 2016가합204284
위약금 등
Text

1. The Defendant: (a) KRW 20,000,000 for each of the Plaintiffs and 5% per annum from August 11, 2016 to January 16, 2018; and (b).

Reasons

1. Basic facts

A. The Plaintiffs are shareholders holding the shares of G Co., Ltd. (hereinafter “G”), and the Defendant is the current representative director of G as a former shareholder of G.

B. Around October 2014, H, who was the former representative director and the largest shareholder of G, entered into a contract for acquisition of shares and management rights with I Co., Ltd. (hereinafter “J”) and sold 1,849,350 shares of G’s ordinary shares to 17.5 billion won (price 9,463 per share).

Accordingly, on October 2, 2014, the Plaintiffs, the minority shareholders of G, and the Defendants, K, L, M, and N concluded an agreement with the Plaintiff to delegate the negotiating right on the sale of shares to the Plaintiff and to prohibit individual contacts with J (hereinafter “instant agreement”) in order to jointly respond to the remaining purchase of shares by J.

Specific details are as follows:

Shareholders intend to jointly negotiate to sell the shares and management rights of G to the parties to a transaction or to a third party in relation to a contract for acquisition of shares and management rights of G entered into between the representative director and the major shareholder of G (hereinafter “this case’s shares and management rights acquisition agreement”) (hereinafter “this case’s shares”) in which the shares and management rights of G are owned as a small shareholder of G (as shareholders are known to the present shareholders, 5,430 won per share and put options after 2 years).

(hereinafter referred to as “A” and “B” 1. A. A. The remaining Plaintiffs, Defendant, K, L, M, and N (hereinafter referred to as “B”) grant Party A the exclusive right to negotiate for the sale, etc. of the shares of this case on October 2, 2014 and delegate the voting right at the time of a general meeting of shareholders.

2. Eul shall not conduct negotiations, such as contact, contact, and consultation with any individual transaction party in any form without Gap's permission.

3. A shall be the maximum interest of the minority shareholders in the sale price and terms of this shares in good faith.

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