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Reasons
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(영문) 제주지방법원 2014.07.10 2013가합689
주주총회결의부존재확인
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1. The plaintiffs' claims against the defendants are all dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The Defendant Company is a company with total capital of KRW 350,000,000,000,000 for the purpose of the business of producing broadcast programs and domestic and foreign sales business.

G and Defendant C respectively owned 17,500 shares, equivalent to 50% of the total number of shares issued by Defendant Company as of October 25, 2012.

B. On October 25, 2012, G and Defendant C (hereinafter “Defendant C”) entered into a contract for acquisition of stocks and management rights with the Plaintiffs to transfer the entire shares and management rights of the Defendant Company to KRW 1 billion (hereinafter “instant contract”). On the same day, Plaintiff A paid down payment KRW 100 million.

The main contents of the instant contract are as follows.

Article 1 of the Agreement for Acquisition of Stocks and Management Rights / [Subject Matter of Contract]

1. The “stocks of the subject company” held by the transferor;

2. Management right (right of representative director and registered director) of the company subject to transfer. Article 2 (Period and Method of Acceptance)

1.The total amount of the acquisition price for the subject-matter of the contract specified in Article 1 of this Agreement shall be one billion won, and the transferor and the contract amount shall be as follows:

10,000,000 won in total of KRW 50,000,000 KRW 500,000 per share of the purchase and sale price of shares held by stockholders, KRW 100,000 per share

2. The transferee shall pay the acquisition price under paragraph 1 of this Article to the transferor in the order of installments as follows:

A transferee shall be deemed to have fulfilled his duty of payment by paying to the transferor.

(a) Contract deposit: part payments of KRW 100 million: KRW 400 million; KRW 500 million;

3. Down payment: The time to pay the acquisition price in installments is as follows: The intermediate payment within 10 days from the date of conclusion of this contract: The remaining amount: Article 3 (Transfer of Share Certificates and Right of Management within April 30, 2013).

1. The transferor shall provide the assignee with the following objects immediately after the receipt of the intermediate payment:

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