1. Article 80 of the former Corporate Tax Act (amended by Act No. 9898, Dec. 31, 2009; hereinafter the same) provides, “Where a domestic corporation is dissolved due to a merger, the liquidation income amount shall be the total amount of the cost of merger that the stockholders, etc. of the extinguished corporation receive from the merged corporation minus the total amount of equity capital of the extinguished corporation as of the date of the date of the registration of the merger of the extinguished corporation” in Article 80(1) of the former Corporate Tax Act, and Article 80(2) of the former Corporate Tax Act provides, “Where the merged corporation acquires stocks, etc. of the extinguished corporation (hereinafter referred to as “combined stocks, etc.”) within two years before the date of the registration of the merger in calculating the total cost of merger under paragraph(1), the total cost of the merger shall be the amount calculated by adding the acquisition value of the relevant combined stocks, etc. to the market price under Articles 80(3) and 79(6) of the former Corporate Tax Act.”

In light of the language and text, structure, etc. of these regulations, it is reasonable to view that the “acquisition value of the relevant combined stocks” to be added to the price of the merger when calculating the amount of liquidation income from the merger where the merged corporation acquires combined stocks through an all-inclusive share swap before the merger should be calculated at the market price at the time of the acquisition by the merged corporation itself.

2. In the same purport, the court below's rejection of the defendant's assertion that the plaintiff, a merged corporation, should calculate the acquisition value of the combined stocks of this case, which is to be added to the price of the merger in accordance with the market price at the time of the acquisition of the combined stocks of this case, acquired by the non-party Nos. 1 and 2, the merged corporation prior to the merger, and calculated the acquisition value of the combined stocks of this case at the time of the merger, and that the liquidation income amount of the merger of this case by the merger of the non-party No. 1 and 2, should be calculated in accordance with the market price of the plaintiff's stocks delivered in return for the acquisition of the combined stocks of this case, is just and there is no error in the misapprehension of legal principles as to the acquisition value of the combined stocks

3. Therefore, the appeal is dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Park Poe-young (Presiding Justice)