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1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Details of the disposition;
A. The Plaintiff (around September 2008, changed the trade name “B” corporation to “B” corporation and then changed the trade name to “B” corporation on March 2016, 2016) is a KOSDAQ-listed corporation that runs the business of manufacturing and selling construction materials, such as piping materials, and acquired 70% of the shares of D corporation that runs the business of recycling non-ferrous metal products, such as metal, silver, copper materials, and electronic scoo (hereinafter “D”) around December 5, 2007. Accordingly, D became a subsidiary subject to preparation of consolidated financial statements by the Plaintiff from the fiscal year 2007.
B. On July 15, 2008, the Plaintiff entered into a merger contract on the same day through the resolution by the board of directors for the merger to absorb D on the same day. On September 1, 2008, the Plaintiff entered into a merger contract after the general meeting of shareholders on September 1, 2008 (hereinafter “instant merger”) and completed the merger registration around that time.
C. Under Article 84-7(1) of the former Enforcement Decree of the Securities and Exchange Act (amended by Presidential Decree No. 20947, Jul. 29, 2008; hereinafter “former Enforcement Decree of the Securities and Exchange Act”) and Article 36-12(1) and (2) of the former Enforcement Rule of the Securities and Exchange Act (amended by Ordinance of the Prime Minister No. 885, Aug. 4, 2008; hereinafter “former Enforcement Rule of the Securities and Exchange”), the Plaintiff, a KOSDAQ-listed corporation, calculated the base price as the merged value (2,792 won per share). D, an unlisted corporation, calculated the weighted average value of value of assets and profits under Articles 5 through 8 of the Enforcement Rule of the Securities and Exchange Act (amended by Presidential Decree No. 20947, Jul. 29, 2008; hereinafter “former Enforcement Rule of the Securities and Exchange Act”). The merger ratio between the Plaintiff and D, based on each of the above merger value, was determined as 1:2962.
The plaintiff shall deliver 2.9215616 common shares (amounted to 500 won) of D's common shares (amounted to 500 won) to the shareholders of D according to the above merger ratio, and 12,270,558 shares = D's number of issued shares x 4,200,00 shares x 2.9215616, or below one share at the time of the merger.