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(영문) 대전지방법원 2014.01.29 2012가합33178
손해배상(기)
Text

1. The plaintiff's claims against the defendants are all dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

Basic Facts

On July 7, 1976, Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd”) established with the trade name of D Co., Ltd. and changed the trade name to E Co., Ltd. F, and G, and on October 6, 2008, the merger of Nonparty C Co., Ltd (hereinafter “former C”) was changed to its trade name as of December 31, 2008.

The plaintiff was in office as a director of the defendant company from July 7, 1976 to April 23, 1980, and retired from office as the representative director of the defendant company on April 8, 201, and thereafter, he was in office as a director of the defendant company until June 7, 2012. The defendant B is in office as the representative director of the defendant company from October 6, 2008 to October 6, 2008.

The plaintiff of the merger between the defendant company and the former C as the representative director of the defendant company and the largest shareholder of the defendant company through the resolution of the board of directors on October 17, 2005, the plaintiff acquired all the shares of the former C (270,000 won per share, 92,160 shares) from all shareholders including the defendant B of the former C, which were non-listed corporation, and decided to acquire the shares of the defendant company by issuing the convertible bonds of the defendant company with the face value of 24.883,200,000 won per face value

On October 18, 2005, Defendant Company acquired all shares of the former C on the part of the former C, and accordingly, the former C became a subsidiary of 100% of the Defendant Company.

The Plaintiff acquired the assets of the former C on October 17, 2005, and agreed with the Defendant B on the management of the Defendant Company. The main contents are as shown in the attached Form. Defendant B, together with other shareholders of the former C on October 18, 2006, exercised the right to convert the above convertible bonds, thereby holding 4,466,452 shares of the Defendant Company (20.40% shares), and the Defendant Company changed its trade name on December 28, 2006 to “Company G”.

The defendant company entered into a contract to merge the former C on August 1, 2008. On August 29, 2008, the general meeting of shareholders was held on August 29, 2008 and merged the former C as of October 1, 2008, and thereafter on December 31, 2008.

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