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1. The Defendant: (a) against Plaintiff A Co., Ltd., KRW 1,326,41,879; and (b) against Plaintiff B, KRW 37,898,339; and (c) against each of the above amounts.
Reasons
1. Facts of recognition;
A. The Defendant was a parent company with 100% shares of E Co., Ltd. (F Co., Ltd. as of July 18, 2014, and each trade name was changed to G Co., Ltd. as of April 13, 2015; hereinafter “subject company”), which is the primary subcontractor of D Co., Ltd. (hereinafter “Plaintiff Co., Ltd.”) and continued negotiations for M&A with Plaintiff A Co., Ltd. (hereinafter “Plaintiff Co., Ltd”) and the subject company from the beginning of 2014.
B. On June 17, 2014, the Plaintiffs entered into a contract with the Defendant and the subject company to purchase the company’s management right at KRW 18.3 billion (hereinafter “instant share acquisition agreement”) with the entire shares of KRW 540,000 issued by the Defendant (10% of the outstanding shares, Plaintiff Company 525,000 shares, and Plaintiff B, 15,000 shares). The main contents of the instant contract are as follows.
The transferor: The transferee of the plaintiffs, Article 4 (Payment of Purchase Price) (1) The transferee shall pay 3.8 billion won to the transferor in accordance with the terms and conditions set forth in this contract, and at the same time, in the bank account designated by the transferor as the down payment, and in the bank account notified by the transferor of the transferor of the balance of 14.5 billion won excluding the down payment from the purchase price until 10:00,000 won until the end
(2) The transferor agreed on the sales price under Paragraph (1) on the basis of the statement of financial position presented as of December 31, 2013, and even if the net assets are changed by the end of the transaction, the transferor shall not make an additional adjustment of the sales price.
Provided, That this shall not apply to the amount reduced in net asset value recognized prior to the tax verification and verification pursuant to Article 14 (6).
(2) As of the date of this contract and as of the date of the completion of transaction, the transferor shall state and guarantee that the company is subject to the following as of the date of this contract:
6.As of the date of the conclusion of this Agreement, the Company shall be.