(영문) 부산고등법원 2014.12.04 2013나2139 | 리걸엔진

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(영문) 부산고등법원 2014.12.04 2013나2139

신주발행무효

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The judgment of the first instance shall be revoked.

All of the plaintiffs' claims are dismissed.

All costs of the lawsuit shall be borne by the plaintiffs.

Reasons

1. Basic facts

A. On April 2, 2012, the board of directors issued common shares 7,974,482 shares (hereinafter “instant new shares”) and adopted a resolution to issue new shares with the following content: (a) the Defendant’s principal content of allocating 3,189,794 shares, and H and F’s employees to F each 2,392,34 shares; and (b) the Defendant’s principal content of allocating 2,392,344 shares to F.

(At the beginning of the Party, J allocated 1,594,896 shares to H, I, and F, but the J was unable to subscribe new shares due to personal circumstances and changed to H and I to allocate 2,392,34 shares, respectively. The type and number of new shares issued before the ordinary share capital: 51,693,004 shares for the purpose of financing 51,693,004 shares: The method of financing 5,000,000,214 shares: The process of selecting a third party to be allocated for the investment of new facilities: 627 won (7.36% of the premium rate for the base share): the date of prompt raising new shares for the investment of new facilities: Article 9(2)6(1) of the articles of incorporation for the allocation of new shares to a third party on April 5, 2012 (Article 9(2)6(1) of the articles of incorporation for the Korea Securities Depository (Article 9(2)6(1) of the articles of incorporation)

B. The defendant's articles of incorporation relating to the new shares allocation method of this case are as follows.

Article 9 (Preemptive Rights) (1) Shareholders of this company shall have the right to receive allocation of new shares in proportion to the number of shares they hold in issuing new shares.

(2) Notwithstanding the provisions of paragraph (1), new stocks may be allocated to persons other than shareholders by a resolution of the board of directors in the following cases:

6. Where new stocks are issued to a domestic or foreign financial institution, an individual, a corporation, etc. to repay borrowings, improve the financial structure, improve the facilities investment, take over and merger with the company's restructuring or management environment, to the extent that the total face value does not exceed a billion won.

C. F, H, and I are the instant new shares after the payment of shares on April 6, 2012.

유사 판례

-울산지방법원 2013.02.06 2012가합2312

-부산고등법원 2014.12.4.선고 2013나2139 판결

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