The costs of appeal are assessed against the plaintiffs.

1. Article 39(1)1(c) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 8828, Dec. 31, 2007; hereinafter “former Inheritance Tax Act”) provides that when a person other than a shareholder of the relevant corporation obtains profits by directly obtaining new stocks from the relevant corporation in excess of the market price (referring to the price assessed under Articles 60 and 63) of the newly issued stocks from the relevant corporation, the amount equivalent to the relevant profits shall be deemed to be the value of property donated to the person who has obtained such profits.

Meanwhile, Article 39(1)1 Item (a) and (c) of the former Inheritance and Gift Tax Act (hereinafter “instant overall provision”) provides that “a stock-listed corporation or Association-registered corporation under the Securities and Exchange Act allocates securities through a public offering method under Article 2(3) of the same Act within the scope of “distribution” under Article 39(1) of the former Inheritance and Gift Tax Act.”

In addition, Article 2-4 (4) of the former Enforcement Decree of the Securities and Exchange Act (amended by Presidential Decree No. 20653, Feb. 29, 2008; hereinafter the same) provides that even if the number of persons who have been solicited to make an offer of securities newly issued is less than 50 persons and does not fall under the "public offering of securities" under Article 2 (3) of the former Securities and Exchange Act (amended by the Financial Investment Services and Capital Markets Act, Feb. 4, 2009), the securities can be transferred to not less than 50 persons within one year from the date of issuance, and if they meet the resale standard prescribed by the Financial Supervisory Commission, they shall be deemed the public offering of securities. The public announcement by the Financial Supervisory Commission on Dec. 28, 2007 of the former Regulation on Issuance and Public Notice of Securities by delegation.