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(영문) 서울서부지방법원 2019.09.19 2016가합35383
신주발행무효확인
Text

1. The instant lawsuit shall be dismissed.

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

Reasons

1. Basic facts

A. The Defendant is a stock company established for the purpose of publishing and selling newspapers. The Plaintiff was a shareholder who held 60,000 shares of registered ordinary stocks issued by the Defendant (hereinafter “instant shares”) by December 31, 2012.

B. On December 31, 2012, the Plaintiff sold the instant shares to D, who was employed as the Plaintiff’s director as of December 31, 2012; however, the date of payment is January 25, 2013; the buyer’s name was a person who served as the Defendant’s representative director from December 6, 201 to March 28, 2014. Each of the instant sales contracts was concluded for shares (hereinafter “instant sales contract”).

(2) Since January 25, 2013, D entered into a title trust agreement with E on the instant shares, and paid KRW 600 million to E, and E paid the said KRW 600 million to the Plaintiff as the purchase price of the instant shares. (2) From December 31, 2012 to the date of closing the argument in the instant case’s shareholder registry, the shareholders of the instant shares on the Defendant’s shareholder registry are recorded as E.

3) On March 5, 2014, E issued share certificates with respect to the instant shares kept in the Defendant’s Company’s treasury (hereinafter “instant share certificates”)

C Co., Ltd. (hereinafter referred to as “C”) on April 10, 2014.

(C) A sales contract was concluded to sell the instant shares in KRW 1.05 billion to E on April 10, 2014, and C paid KRW 1.05 billion to E on April 10, 2014, and was handed over the instant share certificates from E. C. A and the Defendant’s transfer claim lawsuit (hereinafter “transfer claim lawsuit”).

(1) A) A filed a lawsuit against the Defendant to compel C to implement the transfer procedure on the instant shares on the ground that he/she succeeded to or acquired the instant shares by the Seoul Western District Court 2014Gahap36733, or he/she bona fide acquired the instant share certificates. The court of the first instance rendered the said judgment on April 9, 2015.

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