법인세부과처분취소
1. On March 13, 2014, the Defendant imposed corporate tax of KRW 1,188,270,230 on the Plaintiff for the business year of 2008, and penalty tax of KRW 483,014.
1. Details of the disposition;
A. The Plaintiff (hereinafter “Co., Ltd.”) is a KOSDAQ-listed corporation that engages in manufacturing and selling parts, such as electronic equipment, and engages in manufacturing and selling parts, such as electronic equipment, and entered into a merger contract on June 24, 2008 by the resolution of the board of directors for a merger on the same day, and entered into a merger agreement on August 13, 2008, following a general meeting of shareholders on September 16, 2008 (hereinafter “instant merger”). The merger on September 16, 2008 (hereinafter “instant merger”) and completed the registration of the merger.
B. In accordance with Article 84-7(1) of the former Enforcement Decree of the Securities and Exchange Act (amended by Presidential Decree No. 20947, Jul. 29, 2008; hereinafter “former Enforcement Decree of the Securities and Exchange Act”) and Article 36-12(1) and (3) of the former Enforcement Rule of the Securities and Exchange Act (amended by Ordinance of the Prime Minister No. 885, Aug. 4, 2008; hereinafter “former Enforcement Rule of the Securities and Exchange Act”), the Plaintiff calculated the merger ratio between the Plaintiff and the extinguished corporation based on the Plaintiff’s own share price and the value of the extinguished corporation as of June 23, 2008, on the basis of the basic value of the merger (the date of resolution by the board of directors and the date of conclusion of the merger contract).
According to the above merger ratio, the Plaintiff delivered the Plaintiff’s common share (amounted to 500 won) to the shareholders of the extinguished corporation per common share (amounted to 500 won) 2.2361279 shares (amounted to 500 won) to the shareholders of the extinguished corporation, and delivered a total of 9,90,456 shares (=the number of shares issued by the extinguished corporation 4,427,50 shares x 2.2361279, and a single share to be paid in cash to the shareholders to be reverted to the merged corporation).
C. The issue value of new stocks issued in return for a merger to the shareholders of an extinguished corporation (as of September 16, 2008, the date of merger) shall be 20,061,906,800 won in total among common shares, and the total face value shall be 4,950,228,000 = the number of issued stocks.