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(영문) 서울서부지방법원 2019.10.17 2019가합32514
회사에 관한 소송
Text

1. The Defendant’s issuance of new shares of 160,000 common shares per par value of 500 won per December 28, 2018 is null and void.

2...

Reasons

1. Basic facts

A. The Defendant, a non-permanent corporation established on December 3, 199 for the purpose of assessing English language proficiency and developing English language proficiency software, etc., was 200,000 shares issued by December 28, 2018, and C, as the Defendant’s representative director from July 24, 2015 to the date of closing the argument in this case, as follows.

As stated in paragraph (1), the Defendant is a person who acquired shares of 160,000 common shares of 50 billion won per share issued on December 28, 2018 (hereinafter “instant new shares”).

B. The Plaintiff is a company registered as the Defendant’s largest shareholder from November 1, 2018 to December 28, 2018 upon the transfer of 84,355 shares (42.18% = 84,355 shares / 200,00 shares x 100% x less than the first decimal place) issued by the Defendant from D (hereinafter “D”) on August 28, 2018, upon the Plaintiff’s request for the transfer of ownership to the Defendant on October 1, 2018, and is registered as the Defendant’s shareholder registry from November 1, 2018 to December 28, 2018.

C. On its own website (E), the Defendant posted a notice of the public notice of capital increase with respect to the issuance of new shares by a third party regarding the third party allotment method (hereinafter “instant notice”) with the following content, which the date of preparation was November 27, 2018.

The issue of the issuance of new shares with capital increase issued by a third party is as follows, and the meeting of the defendant, which was held on November 28, 2018 pursuant to the provisions of the Commercial Act and other relevant Acts and subordinate statutes, and Article 9 of the Articles of Incorporation, passed a resolution to issue new shares with a third party allocation method.

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1. Class and number of new shares: 160,000 common shares;

2. Total amount of solicitation: 80,000,000 won;

3. The issue value of new shares: 500 won; and

4. Purpose of capital increase: Improvement of the financial structure;

5. Method of allotment of new shares: allotment to a third party under Article 9 of the Articles of Incorporation of Korea;

6. Subscription deposit money for new stocks: Whole issue price per share;

7. Subscription handling agency: The head office of the defendant;

8. Scheduled date of the payment of shares: The payment place of shares on December 27, 2018: The 10. The name and the number of shares allocated to persons who are allocated new shares on December 27, 2018.

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