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(영문) 서울고등법원 2020.08.19 2020나2009488
주식소유권확인등 청구의 소
Text

1. All appeals filed by the Defendant and the Defendant (Counterclaim Plaintiff) are dismissed.

2. Following the counterclaim filed by this court.

Reasons

The judgment of the court of first instance rejected the claim by the plaintiff to confirm the ownership of shares against the defendant company among the plaintiff's claims for the scope of adjudication, but the plaintiff did not appeal. Thus, this part is excluded from the scope of adjudication at the

Basic Facts

The defendant company as a party is a company established on April 2, 2009 for the purpose of special category telecommunications business, software development and supply business. The plaintiff is a person who was a representative director and the largest shareholder of the defendant company as a founder of the defendant company. The defendant C works in the defendant company from April 2017 to November 30, 2017 and was appointed as a representative director of the defendant company as its representative director.

On October 8, 2017, the Plaintiff entered into a contract for acquisition of shares and management rights between the Plaintiff and E, and entered into a contract for acquisition of shares and management rights with the content of transferring the entire shares (54,900 shares) and management rights owned by the Plaintiff to E that Defendant C introduced as an investor on October 8, 2017, and Defendant C participated as a performance bond for the said contract.

(hereinafter referred to as “this case’s acquisition of shares and management rights”. The main contents of this contract are as follows: (a) the Plaintiff, the representative director of the Defendant Company, and the largest shareholder of the Defendant Company (hereinafter referred to as “A”) acknowledges that the Defendant Company was faced with serious management difficulties; and (b) the Plaintiff, the largest shareholder of the Defendant Company, entered into a contract with the E (hereinafter referred to as “B”) to transfer all shares and management rights of the Plaintiff

Article 1 (Shares to be Transferred) “A” shall transfer to “B” the following shares:

Article 2(Management Right) of the Defendant Company’s common shares [the 54,900 common shares of 5,000 common shares of 54,900 common shares (the 60,000 common shares issued shares)] is a transfer of the Defendant Company’s shares and management right due to serious management difficulties under Article 3(the acquisition price and payment method) of the Defendant Company’s entire management rights.

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