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(영문) 서울중앙지방법원 2020.09.11 2017가합508821
주식명의개서절차이행청구등
Text

1. Defendant B Co., Ltd. shall implement the transfer procedure with respect to the shares listed in the separate sheet to the Plaintiff.

2...

Reasons

1. Facts of recognition;

A. The Plaintiff is a person registered as a holder of 20,00 ordinary shares issued by Defendant Company B (hereinafter “Defendant Company”) in the register of shareholders of Defendant Company B (hereinafter “Defendant Company”). The Plaintiff’s spouse is a person who actually operated Defendant Company and F Co., Ltd. (hereinafter “Defendant Company”).

B. Around October 2014, Defendant D’s spouse proposed that E purchase of 100% of the shares of the subject company (hereinafter “subject shares”).

C. Accordingly, on October 15, 2014, the Plaintiff and the Defendant C, designated by G, set forth in attached Table A.

A share transfer contract with the content that transfers the shares stated in the paragraph shall be entered into, and the list shall be listed in attached Form D.

When concluding a share transfer contract with the intent to transfer the shares listed in paragraph (a) and (b) of the attached list (hereinafter collectively referred to as the “instant shares”), the Defendant Company retired from office as auditor of the Defendant Company (hereinafter collectively referred to as the “instant share transfer contract”). On the same day, the Defendant C and D respectively completed the transfer of ownership on the shareholder registry of the instant shares acquired, and they assumed office as director and auditor of the Defendant Company, respectively.

On October 28, 2014, E and G drafted a written agreement on the acquisition of management rights of the subject stocks and the subject company (hereinafter referred to as “instant agreement”) as follows.

Article 2 (Sale Price and Method of Payment) (1) The acquisition price of the subject stocks and the management right incidental thereto (hereinafter referred to as "sale price") shall be KRW 1.3 billion.

(2) The purchase price under paragraph (1) shall be paid as follows:

G shall be paid KRW 300 million by December 31, 2014, and shall be paid KRW 1 billion by year 2015.

E shall hold 30% of the shares of the target company as security.

Article 3 (G's Obligations) (1) G shall pay the minimum amount of KRW 600 million in the event of a shortage in the amount under paragraph 2 of Article II and shall not less than KRW 30 billion in the shares of E of the company in question.

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