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(영문) 서울중앙지방법원 2014.09.04 2013가합63177
손해배상
Text

1. The plaintiffs' claims against the defendants are all dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

. Since succession to the whole or essential part of the transferring company's business activities by the acquiring company should be accompanied by a mere transfer of business properties, it does not constitute a mere transfer of business properties. However, in case where the disposal of business properties results in the same result as the transfer or closure of the company's business in whole or in part, a special resolution of the shareholders' meeting is required

(see, e.g., Supreme Court Decision 93Da47615, May 10, 1994). 2) According to the evidence No. 3, according to whether a new manufacturing business was transferred (in relation to the transfer of Chinese or H shares) and whether a new manufacturing business was transferred (in relation to the transfer of Chinese or H shares), the statement No. 26 of the audit report No. 201 regarding Defendant A in the preparation of the accounting firm Type

A. (2) In the column of financial status of each of the sectors listed in paragraph (2), it is recognized that Defendant A’s new project division sales amounted to KRW 36,305,957,00 in the former (2010), while it is stated that there is no new project division in the current (201) and at the bottom of the former (201), it stated that “(*) new project division was transferred to Section I in the former (2).”

However, in light of the facts acknowledged earlier, the substance of Defendant A’s business for the manufacture of new products for bicycles is a kind of relay trade business exporting the completion products for bicycles produced by G through H to E. Of them, the intermediate trade period guaranteed under the contract prior to the merger of this case concluded on July 18, 2007 is terminated at the end of 2010. Thus, it cannot be deemed as a business transfer comprehensively transferred from the transferor to the transferee, while maintaining its identity, and even according to the above audit report, it cannot be deemed as a business transfer comprehensively transferred from the transferor to the transferee, and therefore, even according to the above audit report, the entry in the audit report in the above year 201 constitutes an error or a false entry.

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