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(영문) 서울중앙지방법원 2015.09.04 2014가합29044
손해배상(기) 등
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 is a company that manufactures electronic parts and metal materials. Nonparty C Co., Ltd (hereinafter “C”) owns each of the following: (a) a company that manufactures and sells semiconductors and optical fibres integrated materials; and (b) around May 28, 2013, Defendant A owned 269,442 shares (86.75%) and Defendant B owned 41.158 shares (13.25%) among the total shares issued by C around May 28, 2013.

Article 1 (Subject Matter of Acceptance and Amount of Acceptance) A176,262,40,00,000,000 23,948,000,000 26,348,000 B 41,158,000 B 41,600,600,552,000 5,52,000 6,152,000,000 217,420,000,003,000,000 29,50,50,000,000 29,50,000,000,0032,50,000,000,000,000 32,50,00,000,000,000 won and each of the following shall be paid to the transferor:

1.3A down payment out of the amount of acceptance under Section 1.2 shall be paid simultaneously with the conclusion of this Agreement, and any balance shall be paid on the date of the closing of transaction under Section 2.2.

§ 2.1. The transferor shall at the same time enter into this Agreement and at the same time carry out the following procedures to which the management right of the company is transferred to the transferee:

(1) The transferor must have the company perform the necessary procedures to transfer the management rights of the company, such as the board of directors and the special meeting of shareholders.

(C) The transfer of management rights under Article 2.1 is completed on the condition that the payment of balance among the transfer price limit and the termination of the transaction of this case, such as the transfer of ownership of this case, shall be the time when the transfer of management rights under Article 2.2 is completed (hereinafter referred to as “the date of termination of transaction”), and unless otherwise agreed, the time shall be June 4, 2013.

2.3The transferor shall provide the necessary cooperation so that the procedures (including the change of holders of shares) for transferring the ownership of the shares of this case, in accordance with the relevant laws and regulations and the articles of incorporation of the company, can be duly completed.

Article 3.1 (Conditions Precedent to Termination of Transactions) The terms and conditions of the transferor's performance of obligations are as follows:

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