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(영문) 서울중앙지방법원 2014.11.27 2014가합27062
신주발행무효
Text

1. 248,00 common shares issued by the Defendant on December 31, 2013 at par value of KRW 500,00, and face value of KRW 500 issued on February 19, 2014.

Reasons

1. Facts of recognition;

A. 1) The defendant is a company aimed at electronic commerce, clothing, miscellaneous, cosmetics, and the wholesale and retail distribution of musical instruments. 2) C established the defendant on September 24, 2012 and became a joint representative director with D.

D A resignation from a joint representative director on February 5, 2014, C became a sole representative director.

3) At the time of the establishment of the Defendant, the total number of shares issued was KRW 100,00,000. On May 8, 2013, 200. The shareholder of the Defendant held KRW 40,00 each of the Defendant’s shares with C, D, and E and C’s joint founders, and KRW 4,00 shares, respectively. (B) The Plaintiff concluded a share transfer contract with C on November 29, 2013.

The content is that "the plaintiff acquires 40,000,000 won per share among the 160,000 common shares of 500,000 won per share from C, and 30,000,000 won per share."

However, the Plaintiff and C erroneously stated the transfer value per share as “50 won” and the total transfer value per share as “20 million won” in the share transfer contract, and thereafter, the Plaintiff and C newly drafted a share transfer contract with “750 won” and “30 million won” on December 9, 2013.

On November 29, 2013, the Plaintiff paid KRW 30 million to C the share transfer price.

2) After that, the Plaintiff acquired 40,00 shares of the Defendant from C’s pro-friendly job offering F. Accordingly, the Plaintiff became a shareholder holding 25% of the Defendant’s shares (i.e., 40,000 shares ¡À 160,000 shares ± 100). (c) Defendant’s primary issuance of shares (i.e., Defendant’s primary issuance of shares) on December 31, 2013, the Defendant issued 248,00 shares at face value of 50,000 ordinary shares (hereinafter referred to as “first issuance of

) Of them, 180,000 shares were allocated to C, an existing shareholder, 148,000 shares and 40,000 shares to E, and 20,000 shares were allocated to G, the wife of C, who is not an existing shareholder, and a third party, who is not an existing shareholder of the remaining 60,000 shares, to H, each of which is 20,000 shares and 40,00 shares owned by the Plaintiff.

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