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(영문) 의정부지방법원고양지원 2016.11.16 2016가합71808
분할 합병 무효소송
Text

1. On November 2, 2015, Defendant Youngjin Electric Power Co., Ltd.’s portion of electrical construction business of Defendant Youngjin Electric Power Co., Ltd.

Reasons

1. Basic facts

A. On September 25, 2015, the Defendants concluded a merger agreement with the effect that, by dividing the portion of the electrical construction business of Defendant Young-gu Co., Ltd. (hereinafter “Yjin-gu”) into the part of the electrical construction business, the Defendants are merged with Defendant Young-gu Electric Power Co., Ltd. (hereinafter “Yjin-gu Electric Power Co., Ltd.”), and that the existing obligations related to the portion of the business to be divided and merged shall bear the power and that the Young-gu Electric Power Co., Ltd. shall be liable for the remaining

(hereinafter “this case’s merger after division”). (b)

On September 25, 2015, the Defendants held a special general meeting of shareholders and approved the instant merger agreement with the consent of all shareholders present at the general meeting of shareholders. On November 2, 2015, the Defendants reported the progress of the division and merger at each special general meeting of shareholders, and completed the registration of each company division and merger on the same day.

C. At the time of the instant merger after division, Defendant Young-gu did not give a separate peremptory notice as to whether there was an objection against the instant merger after division to the Credit Guarantee Fund, which was aware that it was a creditor of the instant merger after

The judgment of the Korea Credit Guarantee Fund (Seoul High Court 2015Na2020238) rendered a judgment on November 5, 2015 that “the Defendant shall pay to the Plaintiff KRW 176,786,398 and its delay damages,” after the closing of argument on September 24, 2015.”

The Plaintiffs are the shareholders of Defendant Unmanned Power.

[Ground of recognition] Facts without dispute, Gap evidence 1 to 3, each of Gap evidence 1 to 2, and the purport of the whole pleadings

2. According to Articles 530-11(2) and 527-5(1) of the Commercial Act, judgment on the cause of claim, “A company shall publicly announce that any creditor who has an objection to the merger after division should submit the written agreement within two weeks from the date when the general meeting of shareholders passes a resolution for approving the merger after division, within one month from the date when the general meeting of shareholders passes a resolution for approving the merger after division, and

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