2. The Defendant imposed a gift tax of KRW 2,067,090 on Plaintiff CCC on May 31, 2006 and imposed a gift tax of KRW 1,150,120 on March 1, 2013.

3. The plaintiffs' remaining claims are dismissed.

4. 5/6 of the costs of lawsuit are assessed against the plaintiffs, and the remainder is assessed against the defendant.

A. Status, etc. of the parties

1) From January 1, 1996, Plaintiff AA served as a professor of the medical science at D University, and was appointed as the representative director of EE (hereinafter referred to as “EE”) a non-listed corporation established for the development of new medicine around August 2003, and is the largest shareholder of EE (24.79% of equity as of the end of 2005). Plaintiff CCC served as the partner of Plaintiff AA from 2003 to 2005 as the head of EE’s management planning office.

(2) The plaintiffs, as shareholders of EE, transferred the EE shares held by the plaintiffs to FF under the comprehensive exchange contract of the shares concluded on March 20, 2006 between EE and KOSDAQ-listed corporation FF (hereinafter referred to as FF) on May 31, 2006 (hereinafter referred to as the "comprehensive exchange contract of this case"), and received in return the FF new shares.

1) On August 25, 2003, Plaintiff AA assessed the EE shares of 124,993 won per share from GG, one of its own shapes, and purchased KRW 624,965,000 per share.

(2) On October 30, 200, the Defendant deemed that the market price of the above EE shares was KRW 10,000 per share, the issue price of capital increase for new shares, which was the date of October 30, 2003, and determined that the Plaintiff AA received shares at a price lower than the market price from GGG related parties and received KRW 524,965,00,000 after deducting KRW 100,000 from the difference between the market price and the price. On January 8, 2010, the Defendant imposed gift tax of KRW 134,385,300 (this tax, KRW 95,989,50, and KRW 38,395,80,00) on March 1, 2013, and imposed the same amount of additional tax ex officio and again (hereinafter referred to as “instant first disposition”).

The defendant assessed on November 26, 2004 the EE shares 12,757 won per share and transferred it to Gangwon HH, etc. on January 8, 2010, and on January 8, 2010, the defendant imposed the transfer income tax of 192,894,870 won (this tax is 120,303,650 won, additional tax is 72,591,222 won) on the plaintiff AA, but the above disposition of imposition of additional tax was revoked ex officio (hereinafter "the second disposition").

D. Disposition 3 of this case

1) Under the instant comprehensive exchange contract, Plaintiff A transferred 127,486 shares issued by the said Plaintiff to FF and acquired FF shares 7,118,298 shares issued by the said Plaintiff.

2) On January 8, 2010, the Defendant: (a) deemed that the transfer of EE shares following an all-inclusive share swap constitutes a transfer under the Income Tax Act; (b) imposed capital gains tax of KRW 1,500,263,110 (this tax is KRW 1,083,691,934, additional tax of KRW 416,571,170) on Plaintiff A for the year 2006; and (c) revoked ex officio the disposition imposing the said additional tax on March 1, 2013; and (d) imposed additional tax of the same amount again (hereinafter referred to as “instant third disposition”).

E. Disposition No. 4 of this case

1) The Defendant deemed that FF allocated F F’s new shares to Plaintiff AA in the form of a capital increase for consideration by a third party through the instant comprehensive exchange contract, and determined that F’s 388 won per share, which is the difference between 1,993 won per share of FF stocks and 2,381 won per share after the capital increase under Article 29(3) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act (hereinafter “Inheritance Tax and Gift Tax Act”).

"2) Accordingly, on January 8, 2010, the Defendant imposed gift tax of KRW 1,477,696,690 ( KRW 943,431,460, and KRW 534,265,230, and KRW 534,265,230) on the Plaintiff AA, but on March 1, 2013, the Defendant revoked ex officio the imposition of the above additional tax and imposed the same amount of additional tax again (hereinafter referred to as “instant 4 disposition”). The instant disposition of KRW 5.”

"The defendant acquired 41,510 million won per share value of 160,000,000 EE shares at the time from the last II on August 3, 2005, and received 5,91,600,000 won after deducting 300,000 won from the difference between the market price and the acquisition price of the above shares, and on August 2, 2010, the defendant was to receive 4,275,739,170 won (the gift tax of 2,535,80,000 won and the additional tax of 1,739,939,170 won), and on March 1, 2013, the above disposition of imposition was revoked ex officio and the additional tax was imposed again on the same amount (the above disposition of 5,000 won)" (the above disposition of this case).

“The Defendant: (a) deemed that Plaintiff AA donated 13,210 shares out of 41,510 shares of EE (13,210 shares) donated by Plaintiff AA II as described in the foregoing paragraph (f) to Plaintiff CCC on August 9, 2005; (b) considered the market price of the shares as KRW 160,00 per share (160,000 per share) and considered that the market price of the said shares was 1,124,190,450 won (683,40,400 won, additional tax 440,750,450 won) on January 2, 2010; and (c) revoked ex officio and imposed additional tax on March 1, 2013 (hereinafter referred to as the “instant disposition”).

"The Defendant: (a) on the ground that Plaintiff CCC transferred 14,804 shares in the name of KimL to another person in 2005 but did not report capital gains tax; (b) on February 1, 2010, the Defendant imposed capital gains tax of KRW 17,658,380 (this tax, KRW 11,89,180, KRW 5,759,200) for the transfer income tax of KRW 17,658,380 for the Plaintiff CCC in 2005; (c) on March 1, 2013, the Defendant revoked ex officio the said imposition of penalty tax and imposed additional tax of the same amount again (hereinafter referred to as “instant 7 disposition”); and (d) on March 8, 2013.”

1) Plaintiff CCC acquired 13,210 shares in the name of KimL and 5,600 shares with capital increase with 18,810 shares, and held them together with 14,804 shares, 3,000 shares in 205, and transferred 1,006 shares to 3,00 shares, and the remaining 1,006 shares were exchanged with FF shares with 56,171 shares pursuant to the comprehensive exchange of this case on May 31, 2006.

2) The Defendant deemed that FF allocated FF’s new shares to Plaintiff CCC in the form of a capital increase for consideration by a third party through the instant comprehensive exchange contract, and determined that FF’s share exchange value per share after the capital increase under Article 29(3) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act is 388 won per share, which is the difference of 2,361 won per share after the capital increase under Article 29(3) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act.

3) Accordingly, on January 2, 2010, the Defendant imposed gift tax of KRW 3,217,210 on Plaintiff CCC (this tax is KRW 2,067,090, KRW 1,150,120, and KRW 1,50,120), and on March 1, 2013, revoked ex officio the imposition of the above additional tax and imposed the same amount of additional tax again (hereinafter referred to as “instant disposition 8”).

(j) Implementation of the preceding trial procedures;

The Plaintiffs filed an appeal with the Tax Tribunal on the instant dispositions, but the instant dispositions Nos. 1, 2, 3, and 4 were March 20, 2012. The instant dispositions were dismissed on March 8, 2012, and the instant dispositions No. 6, 7, and 8 were dismissed on March 30, 2012.

[In the absence of dispute with recognition, the entry of evidence 1, 2, 13, 21, and evidence 14 through 16, and the entire purport of the pleading

2. Whether the first disposition in this case is lawful

A. Plaintiff AA’s assertion

피고가 EE 주식의 시가를 1주당 10,00◦0원으로 본 것은 매매 직후 이루어진 유상증자에서 신주 발행가액을 10,000원으로 하였다는 점에 근거한 것이나 상속세및증여세법 시행령 제49조 제1항에서 시가로 인정할 수 있는 가액은 매매 ・감정・수용・경매 또는 공매에서 확인된 가액을 의미하는 것이고, 여기에 열거되지 아니한 유상증자에서 정해 진 발행가액을 매매사례가액으로 보아 시가로 볼 수는 없다. 객관적 교환가치가 반영 된 정상적인 거래의 매매사례가 없는 경우이므로 상속세및증여세법 제61조 내지 65조에 의한 보충적 평가방법에 의하여 산정하여야 한다.

(b) Related statutes;

Attached Form 1 is as listed in Annex 1.

C. Determination

Article 60 (1) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 7010 of Dec. 30, 2003) provides that "the value of the property on which inheritance tax or gift tax is levied under this Act shall be based on the market price as of the date of commencing the inheritance or the date of donation (hereinafter referred to as the "date of appraisal")." Paragraph (2) provides that "the market price under the provisions of paragraph (1) shall be the value which is generally established when free transactions are conducted between many and unspecified persons and which is recognized as the market price under the conditions as prescribed by the Presidential Decree, such as the expropriation, public sale price, appraisal price, etc." In addition, it is not limited to those whose market price is recognized as the market price under the conditions as prescribed by the Presidential Decree (see Supreme Court Decision 200Du5098, Aug. 21, 201). In case of non-listed stocks such as the stocks in this case, if the objective exchange value, is reflected in the market price, it can be viewed as the issue price.

In full view of the purport of the arguments in Section 1-3 and Section 1-3, and Section 2, "E and Section 1-7, the executive partner of the Most-7 of the new technology investment association", "E", within 7 days after this contract, shall determine to allocate KRW 40,000 per share to Section 10,000 and to Section 40,00 per share for subscription to new stocks and to the effect that the 300,000 shares were transferred to the 50,000 won per share, while the 1-50,000 shares were evaluated to be transferred to the 1-50,000 won per share, the 30,000,000 won per share to the 1-50,000,000 won per share, the 1-10,000,000 won per share and the 1-2,00,000,000 won per share to the 1-2,004,04,00.

In light of the following circumstances as revealed by the above facts, and, i.e., 10,00 won per share, the issue price of EE shares issued at the time of capital increase, which is 10,000 won per share, are appraised and determined by the EE’s corporate value and shares, and the fact that, in light of the contents of the first class acquisition agreement between EE and MM and the process of the conclusion thereof, it appears that the amount is considerably lower than the actual market price of EE shares at the time, and that there is an amount assessed as much more than 10,000 won per share after capital increase, it is reasonable to deem that the issue price of EE shares at the time of capital increase is a market price that adequately reflects the objective exchange value. Accordingly, the Plaintiff’s above assertion is without merit.

3. Whether the second disposition in this case is legitimate

A. Plaintiff AA’s assertion

Plaintiff AA assessed 12,757 EE shares on November 26, 2004 at KRW 100,000 per share and did not have transferred the transfer income tax to Gangwon H, etc. Even if the transfer was made by Plaintiff A as above at the time of transfer, it was unlawful to impose the transfer income tax on the premise that there was a sale case of KRW 100,000 per share, even though the transfer value should be calculated according to the standard market price under the Income Tax Act, since there was no ordinary transaction case.

B. Relevant statutes

Attached Form (2) is as listed in Annex 2.

C. Determination

According to Article 96 (2) of the former Income Tax Act (amended by Act No. 7319 of Dec. 31, 2004), the transfer value of stocks shall be based on the actual transaction value at the time of transfer. According to Article 114 (4) and (5) of the same Act and Article 176-2 (1) and (3) of the Enforcement Decree of the Income Tax Act (amended by Presidential Decree No. 18705 of Feb. 19, 2005), where there are no books, sales contracts, receipts or other documentary evidence necessary to confirm the actual transaction value at the time of transfer, or where there are no important parts, the transfer value may be estimated.

갑 제21호증의 7, 을 제2호증의 각 기재에 변론 전체의 취지를 종합하면, 원고 AAA는 2004. 11.경 EE 주식을 1주당 100,000원으로 평가하여 강HH에게 3,000 주를, 황PP에게 250주를, 정QQ에게 300주를 각 양도한 사실, 2004. 11.경 당시 EE 부사장인 나TT과 경영기획실장 CCC이 운영자금을 마련하기 위하여 원고 AAA 소유의 EE 주식 8,907주를 원고 AAA의 동의하에 타인에게 양도하였는데 그 구체적인 내역이나 증빙서류는 없는 사실이 인정된다.

위 인정사실에 의하면㈀원고 AAA가 강HH, 황PP，정QQ에게 양도한 EE 주식의 양도가액은 양도 당시의 실지거래가액인 100,000원으로 보아야 하고, ㈁ 위 EE 주식 8,907주는 양도 당시의 실지거래가액을 확인할 수 없는 경우이므로 양도일 전후 각 3월 이내에 당해 자산과 동일성 또는 유사성이 있는 자산의 매매사례 가 있는 경우 그 가액으로 양도가액을 정할 수 있는데，원고 AAA가 2004. 11.경 강RR，황PP, 정QQ에게 EE 주식을 1주당 100,000원으로 평가하여 양도한 사실은 앞서 본 바와 같고, 이는 동일성 있는 자산의 매매사례라 할 것이므로，1주당 100,000원을 위 EE 주식 8,907주의 양도가액으로 보아야 한다. 따라서 원고 AAA의 위 주장은 모두 이유 없다.

4. Whether the dispositions Nos. 3, 4, and 8 of this case are legitimate

(a) Facts of recognition;

1) E and F entered into the instant comprehensive exchange contract on March 20, 2006. The main contents are as follows.

2) SS assessed F’s stocks (e.g., 500 won) as 1,93 won, and assessed as 111,281 won per share of the EE’s stocks (e.g., 5,000 won). Accordingly, F and EE’s share swap ratio was 1:5.83592.

3) As the instant comprehensive exchange took place on May 31, 2006, Plaintiff AA transferred 127,486 shares to FF, and acquired FF shares 7,18,298 shares. Plaintiff CCC transferred 1,006 shares to W and acquired 56,171 shares of FF shares.

4) The Defendant calculated the FF’s per share value of KRW 3,016 on the basis of the said KRW 3,016 once again, calculated the appraised value per share after the capital increase as KRW 2,381, and calculated the capital increase per share as KRW 388,00 in accordance with the formula under Article 29(3) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act.

5) Shares 7,118,298 of FF shares allocated to Plaintiff AA are protected by the Korea Securities Depository for three (3) years from the date of the share swap pursuant to the KOSDAQ Market Listing Regulations, provided, however, that if two (2) years have elapsed from the date of the share swap, the shares equivalent to 5/100 of the initial shares of each month may be sold.

【Facts without dispute over recognition, Gap evidence 2-1, 3-2, Eul evidence 3-1 to 3-3, the purport of the whole pleadings

(b) Attached Form 3 of relevant Acts and subordinate statutes;

C. Judgment on the disposition No. 3 of this case

1) Plaintiff AA’s assertion

Since the legal nature of an all-inclusive share swap is an act under the organizational law or organization law forming the relationship of the wholly parent company (holding company), it does not constitute a transfer subject to capital gains tax. Even if it falls under a transfer, the exchange price indicated in the exchange contract is set focusing on the calculation of the exchange ratio between the common forms of shares subject to exchange, and thus, it should not immediately be deemed the transfer value of the shares subject to exchange, and thus, the transfer margin should not be calculated by deeming the FF shares acquired by the Plaintiff AA as the transfer value of the shares subject to exchange. Furthermore, as the FF shares were protected by the Korea Securities Depository for a certain period, the value of

2) Determination

Article 88 (1) of the former Income Tax Act (amended by Act No. 8144, Dec. 30, 2006; hereinafter referred to as "former Income Tax Act") provides that "transfer of assets subject to transfer income tax" means that assets are actually transferred for price by means of sale, exchange, investment in kind in a corporation, etc. regardless of their registration or enrollment. Article 94 (1) 3 (c) of the same Act provides that transfer of assets shall include income generated by the transfer of stocks of a corporation which is not a stock-listed corporation or KOSDAQ-listed corporation. Thus, transfer of stocks of a corporation which is not a stock-listed corporation or KOSDAQ-listed corporation falls under the transfer of assets subject to transfer income tax (see, e.g., Supreme Court Decision 96Nu16704, May 7, 1997; 96Nu16704, May 7, 1997).

In full view of the following circumstances known through the comprehensive exchange of this case, i.e., evaluation of the value per share of E and F under the relevant provisions at the time of the comprehensive exchange of this case, and evaluation of the value of E and F is objectivity. It cannot be deemed that the exchange value is determined solely for the calculation of exchange ratio between the stocks subject to the exchange, and that in the case of acquisition of stocks by the method of the comprehensive exchange of common formula, the number of stocks equivalent to the evaluated value of the stocks being exchanged can be newly acquired by the evaluation of the value of the stocks being exchanged, so the exchange can be deemed as an exchange of agreed value, and that it is not possible for Plaintiff AA to deal with the FF stocks of this case by the comprehensive exchange of this case. Considering that there is no relationship between the transfer value calculation of the EE stocks transferred by Plaintiff A and the actual transaction value applied by the comprehensive exchange of this case, it is reasonable to view Plaintiff A as a basis for the calculation of transfer income tax related to the actual transaction value.

D. Judgment on the disposition No. 4 of this case

1) Plaintiff AA’s assertion

Article 39(1)1(c) of the Inheritance Tax and Gift Tax Act provides that “The allocation of new shares to the shareholders of the company becoming a subsidiary company through an all-inclusive share swap shall not be deemed to be included in “the third party’s allocation method” under Article 39(1)1(c) of the Inheritance Tax and Gift Tax Act. Therefore, even if the gift tax is imposed on a share swap, the relevant provision should be subject to Article 38 of the Inheritance Tax and Gift Tax Act or Article 35 of the Inheritance Tax and Gift Tax Act

(a) Inheritance Tax and Gift Tax Act provides that the value of shares of a wholly owned subsidiary shall be calculated on the basis of Article 35 (1) 2 and (2) of the Inheritance Tax and Gift Tax Act; and that the shareholders of a wholly owned subsidiary shall be calculated on the basis of the respective provisions of Article 39 (1) 1 of the Inheritance Tax and Gift Tax Act or the respective provisions of Article 42 (1) of the Inheritance Tax and Gift Tax Act concerning the donation of profits arising from the issuance of new shares. In addition to the donation under Article 42 (1), if the shareholders of a wholly owned subsidiary have acquired profits above the standard prescribed in this Decree, such profits shall not be calculated on the basis of the total valuation value of shares of the company; and if such profits are calculated on the basis of the total valuation value of shares issued by the shareholders of the company under Article 39 (1) 2 of the Inheritance Tax and Gift Tax Act (the total valuation value of shares issued by the shareholders of the wholly owned subsidiary, such as the exchange and conversion of shares, then such profits shall not be calculated on the basis of the total valuation value of shares:

E. Judgment on the Disposition No. 8 of this case

1) Plaintiff CCC’s assertion

At the time of the comprehensive exchange contract of this case, Plaintiff CCC did not hold all stocks of EE. Moreover, pursuant to Article 39(1)1(c) of the Inheritance Tax and Gift Tax Act, gift tax cannot be levied on the new stocks allocated to Plaintiff CCC by means of an all-inclusive share swap.

2) Determination

The facts that Plaintiff CCC owned 1,006 shares in the name of KimL at the time of the comprehensive exchange of the instant shares are as seen earlier. However, the Defendant calculated the difference between the appraised value of new shares acquired by Plaintiff CCC and its subscribed value as a gift by applying Article 39(1)1(c) of the Inheritance Tax and Gift Tax Act on the premise that Plaintiff CCC, a non-listed company, acquired new shares issued by FF, which became a complete parent company, in the process of the comprehensive exchange of the instant shares pursuant to Article 360-2 of the Commercial Act, and received profits as a gift by acquiring new shares in low width during the process of the comprehensive exchange of the instant shares. The instant disposition 8 of this case was unlawful as it was examined in accordance with Article 39(1)1(c) of the Inheritance Tax and Gift Tax Act.

5. Whether the dispositions Nos. 5 and 6 of this case are legitimate

(a) Facts of recognition;

1) The largest II convertible bonds and the issuance of shares by conversion

"E issued USD 3,00,00 on December 1, 200, and most II hold USD 2,40,000 among them, and only one convertible bond of USD 2,40,000 (hereinafter referred to as the "instant convertible bond"). It judged that EE's shares are traded between KRW 150,000 per share to KRW 20,00,000, and on May 10, 200, the request for conversion was made 47,400 shares to KRW 30,00 per share to KRW 60,00 (the conversion price the EE notifies to the lowest II) to KRW 30,00,00, the maximum amount of shares was 20,000,000 per share to KRW 30,00,000,000 for the purpose of disposal of EE's bypassing and 30,0000,04,000 per share to be converted to Section 40,7040.

2) Transfer of shares between the largest II, KimV, and KimL.

The above shares 94,800 shares issued to the last II were ① 15,300 shares on August 8, 2005 to KimV, ② 13,00 shares on August 9, 2005 to this x, ③ 13,760 shares on August 5, 2005 to KimL (the sale and purchase contract was made between the last II and KimV, Ex, and KimL) and the last 50 shares were transferred from KimL to this II on August 22, 2005.

3) Status of changes in E’s shares in 2005

4) Circumstances leading up to the transfer of KimV (15,300 shares) and of this XX (13,000 shares)

A) For the purpose of acquiring EE shares, KimV paid to Plaintiff AA a total of KRW 1.5 billion on March 11, 2005, KRW 1.5 billion on March 14, 2005, KRW 1.50 billion on March 16, 2005, KRW 1.53 billion on March 16, 2005, and thereafter changed the entry of KRW 15,300 on August 8, 2005, the transfer of KRW 1050 on August 18, 2005 from the date of August 18, 2005 to the date of the transfer of KRW 100,000 or KRW 110,00 on January 22, 2005.

B) Meanwhile, the reasons why KimV written by KimV as of September 15, 2009 were stated to the effect that KimV paid a total of KRW 1.5 billion to AA from March 2, 2005 to March 14, 2005. Plaintiff AV sold EE shares at KRW 25,000 per share in the end of 2004, and KRW 60,000 per share in the end of May 2005, on the ground that it failed to secure shares, it was stated to the effect that KimV sold shares at KRW 15,300 per share in August 8, 2005, with KRW 10,000 per share of KRW 15,30,000, and thereafter, KimV divided its investment shares into KRW 105,50,00 per share in its investment rights, etc.

(C) The Z and BT paid 500 million won to the mobilization industry on March 4, 2005, and deposited into the account in the name of AA, and BT enters into a contract with the effect that the EE shares are acquired at KRW 100,000 per share and transferred to the Z, and the Z has deposited KRW 500,000 in the account under the name of the Plaintiff AA; hereinafter referred to as the “ZZ”) this Rule completed the transfer of 5,000 of the E shares after the transfer of 13,00 shares from the last II on August 9, 2005 to BT on August 222, 2005, after the transfer of 5,000 shares to BT again completed the transfer of Z on August 29, 2005.

마) 이XX이 2014. 3. 12. 작성한 사실확인서에는 본인은 2004년 말까지 여러 차례 EE에 5억 원을 입금하여 대여하였고, 2005년 초경 ZZZ을 통하여 추가 로 5억 원을 나TT을 통하여 EE에 대여하였다(다만 돈은 원고 AAA 명의 계좌에 입금). 그 후 본인은 최II으로부터 13,000주를 받아 ZZZ으로부터 조달한 5 억 원이 있어 5,000주를 나종괼을 통해 ZZZ에 지급하였다. 라는 취지로 기재되어 있다.

F) On October 209, Plaintiff AA agreed at the time of the consolidated corporate tax investigation of EE on October 20, 2009 to the face value per share at the time of difficulty in corporate funds, and KimV, respectively, to borrow and use KRW 1.3 billion per share, KRW 1.5 billion per share, and KRW 15,300 per share, and then arranged obligations by providing KRW 13,000 per share, KRW 15,300 per share, and KRW 15,300 per share. The reason for transfer at low price is the payment in kind. The reason for transfer at a lower price was that the company’s financial situation was difficult, and that the company’s payment of KRW 1.5 billion for capital increase and KRW 1.3 billion per share, and that the remainder of KRW 1.3 billion for overseas convertible bonds that were not reflected in the account book, was used as the fund that was repaid in the event of the issuance of overseas convertible bonds.”

5) Grounds for acquisition by transfer of KimL (13,210 note)

A) On August 5, 2005, KimL obtained the entry of the entry of the least II EE shares 13,760 shares, and thereafter changed the entry of 550 shares among them to the least II on August 22, 2005.

B) Meanwhile, in the statement made by KimL on September 22, 2009, “E’s 4,000 shares for issuing new shares,” and 17,760 shares, such as 13,760 shares, which were transferred by the last II, were leased under the name at the request of the pro-Japanese CC at the time of bad credit standing. During this process, the principal calculated the price of 1,800 shares at KRW 110,000 per share and paid 1,80 shares to the CCC. Since then, when the CCC transfers shares, 15,960 shares, excluding 1,80 shares actually owned by the principal, were affixed with the seal affixed on the share acquisition contract, and if the purchase price was deposited by the head of the Tong, the shares were transferred to the account opened by CCC immediately after the request by the CCC, and the shares were transferred to 15,800 shares at the time of the merger and exchange between 00 and 200 shares.

C) On October 2009, Plaintiff AA issued 13,760 shares to KimL at the time of the consolidated investigation into corporate tax with respect to EE on October 2009, 13,760 shares of the 1,800 shares of the above shares were transferred to KimL at KRW 110,00 per share in financial credits, and 500 shares were actually returned to the last II. The remaining 11,460 shares were disposed of to be used as corporate management funds, but detailed contents were known to the effect that it was agreed with the largest amount of 13,760 shares to be received by the head of Young Planning Office at around 28,30 shares, 13,210 shares of the above shares, and the head of Young-gu Office at the time of the 13,210 shares was stated to the effect that the CCC was used as the funds necessary for corporate management funds.

6) Action between the largest II and Plaintiff AA

The most II filed a lawsuit against the plaintiff EE and the plaintiff AA for damages with the Seoul Central District Court 2007Gahap746, and on June 27, 2008, the "E, the plaintiff AA" shall jointly and severally pay 350 million won to the least II until August 20, 2008. With respect to the disposal of the shares acquired with the EE convertible bonds, the least II shall pay 60 million won acquisition value and the difference between the tax imposed upon the time the acquisition value was 60,000 won and the time the 30,000 won occurred exceeds 35,00,000 won, and the excess portion shall be jointly and severally borne by the plaintiff E and the plaintiff A. The adjustment was made.

7) The funding relationship between E and Plaintiff AA

In the meeting minutes of the EE, each of them stated that the EE has borrowed KRW 10 million from the Plaintiff A on January 5, 2004, KRW 200 million on February 24, 2004, KRW 100 million on April 6, 2004, KRW 100 million on May 3, 2004, KRW 200 million on August 2, 2004, and KRW 200 million on November 2, 2004.

[In the absence of recognized compact, Gap evidence 3 through 13 (including household numbers), evidence 18-1 through 6, evidence 24, evidence 28-1, evidence 28-2, Eul evidence 2, evidence 4, 9, and evidence 17-1 through 3, the purport of the whole pleadings.

(b) Related statutes;

Attached Form 4 is as listed in Annex 4.

C. Judgment on the disposition No. 5 of this case

1) Plaintiff AA’s assertion

Plaintiff AA does not receive or transfer EE shares 41,510 shares (hereinafter referred to as “instant shares”) from the largest II, and the actual entity that acquired the said shares is EA. Even if the shares acquired by Plaintiff AA are not transferred by EA, the shares acquired by Plaintiff A are 28,300 shares (15,30 shares in GV + 13,00 shares in this XX), and 13,210 shares are acquired by Plaintiff CCC, and it is unlawful for Plaintiff CCC to levy gift tax (6 shares in this case) on the said 13,210 shares, while imposing gift tax on Plaintiff AA again imposes gift tax on Plaintiff CCC is a double taxation.

2) Determination

가) EE가 취득하였다는 주장에 대한 판단 살피건대, ① 최II과 이 사건 약정을 체결한 자는 원고 AAA이므로, 그에 따라 이 사건 주식을 취득한 자도 원고 AAA로 보아야 할 것인 점, ② 원고 AAA 의 주장에 따르면，이 사건 약정에 따라 전환가를 60,000원에서 30,000원으로 조정하 여 EE 주식을 많이 발행한 후 회사인 EE가 자기주식을 취득하여 회사 자 신의 채무를 변제하기 위하여 자기주식을 사용하였다고 봐야 한다는 것인데, 이것은 (-1) 구 상법(2011. 4. 14. 법률 제10600호로 개정되기 전의 것) 제341조가 회사의 자기 주식취득을 원직적으로 금지하고 있는 것에 반하는 것인 점, (니 당시 EE 시가가 60,000원이 넘는 것으로 보이는데 그보다도 더 낮은 가액으로 전환가 조정을 하는 것 은 부당해 보이는 점, 회사 입장에서는 이와 같이 이례적인 거래를 하여야 할 합리 적인 이유가 없어 보이는 점 등에 비추어 받아들이기 어려운 설명인 점, ③ 김VV이 나 ZZZ으로부터 돈을 입금받은 자는 EE가 아닌 원고 AAA인 점, ④ 원고 AAA는 이XX으로부터 차용한 돈으로 EE의 AB 등에 대한 단기대여금채권을 회수하는데 사용하였는바(차용한 돈을 AB 등에게 지급한 후 EE가 바로 지급받아 대여금채권을 회수한 것으로 처리), 이XX으로부터 차용한 돈은 회사 차원에서 차용한 것이므로, 최II으로부터 U,000 주를 실질적으로 취득한 것은 원고 AAA가 아니라 EE라고 주장하나, ㈀ EE 회사 입장에서는 이와 같은 회계처리로 받아야 할 돈을 받은 것에 불과한데, EE가 이XX으로부터 돈을 차용하였다고 평가하여 이XX에게 차용한 돈을 변제해 야 한다고 보는 것은 부당한 점, ㈁ EE가 2004년도에 총 9억 원을 원고 AAA 로부터 차용한 것으로 EE 이사회 회의록에 기재되어 있는 점 등에 비추어，위 주장은 받아들이기 어려운 점, ⑤ 원고 AAA는 자신이 보유한 EE 주식으로 임 직원들에 대한 퇴직금，인센티브 등을 지급하였으므로 추후 EE로부터 이를 보전 받아야 했는데, 김VV이 EE에 투자한 돈으로 유상증자대금을 납부하여 발행된 신주 중 13,597주를 원고 AAA에게 배정하여 EE의 원고 AAA에 대한 채무를 변제하였고, 이후 EE는 최II으로부터 받은 주식 15,300주를 김VV에게 투자 금에 대한 대가로 지급한 것이라 할 것인바, 김VV이 원고 AAA에게 개인적으로 돈 을 빌려준 후 대물변제를 받은 것이 아니라고 주장하나, ⑶ 김VV으로부터 돈을 입금 받은 자는 원고 AAA인 점, 원고들이 드는 증거들만으로는 원고 AAA가 자신이 보유한 EE 주식으로 임직원들에 대한 퇴직금，인센티브 등을 지급하였다거나 EE로부터 이를 보전받을 권리가 있다고 인정하기에 부족한 점 등에 비추어, 위 주 장은 받아들이기 어려운 점，⑥ 원고 AAA는 김LL에게 이전된 주식 13,210주는 EE가 김LL 명의를 빌려 취득한 것으로，회사 차원에서 필요한 비용이나 채무를 상환하는데 충당하였다고 주장하나，㈀ 원고들이 드는 증거들만으로는 위 주식들이 EE의 채무변제를 위하여 모두 사용되었다고 인정하기에 부족한 점, ㈁ 김LL은 원고 CCC으로부터 명의를 빌려달라는 부탁을 받고 명의를 빌려주었고, 김LL은 자 기 명의로 가지고 있던 EE 주식 1,800주에 대한 대금을 1주당 110,000원으로 계 산하여 원고 CCC에게 지급하고 1,800주를 양도받았는바, 이는 위 주식 13,210주의 실제 보유자가 원고 CCC인 것을 전제로 하는 것인 점 등에 비추어, 위 주장은 받아 들이기 어려운 점 등을 종합하여 보면, 이 사건 주식을 취득하여 증여받은 자는 EE가 아니라 원고 AAA라고 봄이 타당하다. 따라서 원고 AAA의 위 주장은 이유 없다.

B) Determination on the assertion that double taxation is double taxation

With respect to whether the 13,210 shares transferred in the name of KimL among the shares of this case can be deemed to have been directly acquired by the plaintiff CCC, the following circumstances, i.e., (i) the person who entered into the instant arrangement with the plaintiff AA, (ii) the largest shareholder and the representative director of the Do EE, and (iii) the person to whom the shares of this case are attributed, is deemed to have been able to reach an agreement as to the entire realization of the convertible bonds of this case, and (iv) the most II filed a lawsuit against the plaintiff AA only against the plaintiff E and the plaintiff AA for compensation for damages related to the transfer of the shares of this case. In light of the above facts, it is reasonable to deem that the 13,210 shares out of the shares of this case were not reported to the other party to the instant agreement, and that the 13,210 shares out of the shares of this case were obtained by the plaintiff AA after being so verified from the second part of this case, and that the plaintiff AA again made a donation to the plaintiff CA.

D. Judgment on the disposition No. 6 of this case

1) Plaintiff CCC’s assertion

Plaintiff CCC requested to lend friendly Kim Jong-l, and actually received the above shares to ES. Even if Plaintiff CCC donated 13,210 shares, it cannot be deemed as the market price, and KRW 160,000 per share traded between Plaintiff AA and this XX should be deemed as the market price. Moreover, in relation to 13,210 shares transferred to KimL, gift tax should be imposed on Plaintiff CCC and the said 13,210 shares included in the gift tax should be imposed on Plaintiff AA while the said 13,210 shares should be included in the gift tax. If Plaintiff CCC included 13,210 shares in the inheritance property of Plaintiff AA, the disposition of this case should be revoked accordingly.

2) Determination

A) As seen in the above 5.c. (2)(a) on the argument that EE acquired, it is reasonable to view that Plaintiff AA acquired the instant shares by gift from the most II. As such, the Plaintiff’s above assertion is without merit.

B) Article 60 (1) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 8828 of Dec. 31, 2007) provides that "the value of the property on which inheritance tax or gift tax is levied pursuant to this Act shall be the market value as of the date of commencing the inheritance or the date of donation (hereinafter referred to as the "date of appraisal")". Paragraph (2) provides that "the market value under paragraph (1) shall be the value which is generally recognized as normal if a free transaction is made between many and unspecified persons and which is recognized as the market value under the conditions as prescribed by the Presidential Decree, such as expropriation, public sale price, and appraisal price," and Paragraph (1) of Article 49 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act (amended by Presidential Decree No. 1933 of Feb. 9, 2006) provides that "the market value is recognized as the market value under the conditions as prescribed by the Presidential Decree such as expropriation, public sale price and appraisal price, etc., if it is objectively confirmed by the sale or appraisal price with the following person.

The evidence Nos. 2-2, 5-1, 3, 6-1, and 6-2 of evidence Nos. 5-1, 5-1, and 6-2 are comprehensively taken account of the overall purport of the pleadings, and the plaintiff CCC transferred 176,000 won per share of EE to NA on July 8, 2005 (Voluntary AO was transferred from GaL on August 10, 2005), the JJ transferred GaK on August 5, 2005, 160,000 won per share, and GaE transferred GaF on September 26, 2005 to GaF on September 16, 2005, which constitutes 160,000 won per market price as of August 5, 2005, and 160,000 won per share as of the appraisal price as of August 16, 2005.

However, according to the above facts of recognition, Plaintiff AA can recognize the fact that Plaintiff AA borrowed several money from this XX and transferred shares at a price lower than the market price. The above transaction price should be deemed objectively unfair in accordance with the proviso of Article 49(1)1 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act (the above transaction price is the transaction between EE and EE), and the above argument of the Plaintiff CCC is without merit.

C) Determination on the assertion that double taxation is double taxation

As seen in the above 5. (c)(2)(b), it is reasonable to view that Plaintiff AA again donated the Plaintiff CCC after Plaintiff A acquired 13,210 shares of the instant shares from the largest II. As such, Plaintiff CCC’s assertion on a different premise is without merit.

6. Whether the dispositions No. 7 of this case were lawful

A. Plaintiff CCC’s assertion

In light of the fact that Plaintiff AA and this twenty thousand won per share of 13,000 won per share were traded between Plaintiff AA and this Agreement on August 9, 2005, 160,000 won per share cannot be viewed as a normal transaction example, and thus, there is no normal transaction example. Thus, the market price should be based on the standard market price.

(b) Related statutes;

Attached Form 5 is as listed in Annex 5.

C. Determination

According to Article 96 (2) of the former Income Tax Act (amended by Act No. 7837 of Dec. 31, 2005), the transfer value of stocks shall be based on the actual transaction value at the time of transfer. According to Article 114 (4) and (5) of the same Act and Article 176-2 (1) and (3) of the Enforcement Decree of the Income Tax Act (amended by Presidential Decree No. 19254 of Dec. 31, 2005), where there is no books, sales contracts, receipts or other documentary evidence necessary to confirm the actual transaction value at the time of transfer, or where there is no important part, the transfer value may be estimated if there is no book, sales contract, receipt or other documentary evidence, or if there is an example of the sale of assets which are identical or similar to the assets at the time of transfer within three months before and after the date of transfer by the method.

Therefore, if it is impossible to confirm the actual transaction price at the time of transfer, the transfer price may be determined in the case where there is a transaction case of the assets having the identity or similarity of the assets in question within 3 months before and after the transfer date, and as seen in the above 5. D. 2) B, the Korea J on August 5, 2005 evaluated and transferred EE stocks to GaK at 160,000 won per share, and it shall be the transaction case of assets having the identity. Thus, 160,000 won per share shall be deemed as the transfer price of EE stocks (the defendant shall be deemed as 14,804, 13,200 won per share as the actual transaction price confirmed and not verified as 160,00 won per share).

The plaintiff CCC asserts that the transaction cases between the plaintiff AA and this XX should be applied. However, as seen in the above 5.d. 2(b), and the above transaction cases should be excluded from the scope of Article 176-2(3) of the former Enforcement Decree of the Income Tax Act as it is objectively deemed unfair, and therefore, the plaintiff CCC's above assertion is without merit.

7. Conclusion

Therefore, each claim of the plaintiffs is justified within the above scope of recognition, and each claim is dismissed as it is without merit. It is so decided as per Disposition.