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1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. On November 25, 2010, D Co., Ltd. (hereinafter “B”) and C Co., Ltd. (hereinafter “C”) as the major shareholder of B entered into a contract on behalf of E and B to transfer management rights of KRW 6,000,000 on behalf of B (hereinafter “instant transfer agreement”).
C and E enter into the instant transfer agreement, and C transfer of the preemptive right to approximately 10,500,000 registered common shares issued B (hereinafter “instant preemptive right”) to a person designated by E, and E also entered into a special agreement to exercise the instant preemptive right on the date of the conclusion of the instant transfer agreement (hereinafter “instant special agreement”). The main contents are as follows.
1. As to the preemptive right of this case
D. C shall, after the date of conclusion of the instant transfer agreement, withdraw the premium paid due to the exercise of the instant preemptive right under the responsibility of E by means of a cashier’s check to the law firm designated by E, and e.g., guarantee of the premium paid at the time of termination of the contract, etc. shall follow a separate e.c. contract.
In addition, if there is no written agreement between C and E, the capital increase shall not be used before the date of a special general meeting of shareholders to be convened under the transfer agreement of this case.
F. After the payment of capital increase due to the exercise of the preemptive right of this case, following consultation with E, the business of issuing new stocks and listing under the responsibility of C is carried out, and if the issuance of new stocks and listing are not carried out before the date of the temporary general meeting of shareholders to be convened under the transfer agreement of this case due to failure to perform the business of C or disposition to preserve litigation, etc., the transfer agreement of this case is terminated. Accordingly, the capital increase due to E shall be paid to E, and the new stocks and listing stocks shall be paid to C.