2. The plaintiff's claims against the defendants falling under the above revocation part are all dismissed.

3. The total costs of the lawsuit shall be borne by the plaintiff.

Defendant 1, 2, 3, 4, and 6 jointly and severally with Co-Defendant 1, 2, 3, 4, and 6 of the first instance trial and jointly and severally with the Plaintiff KRW 1,970,00,00, and jointly with the above Defendants, Defendant 5-1, who is the subject of lawsuit by the deceased Defendant 5, shall pay to the Plaintiff KRW 394,000,000,000, Defendant 5-2, 5-3, 5-4, 5-5, 5-6, and 5-7, respectively, with an amount equal to 262,66,666, and 57, with an annual amount equal to 20% from the day following the delivery of a copy of the complaint to the day of complete payment.

2. Purport of appeal

It is as set out in paragraphs 1 and 2 of this Decree.

The following facts may be acknowledged by taking into account the following facts: evidence No. 1, evidence No. 2-1 through 11, evidence No. 5, evidence No. 6-1 through 4, evidence No. 8-1 through 4, evidence No. 9-1 through 3, evidence No. 10, evidence No. 15-1 through 3, evidence No. 19-1 through 3, evidence No. 19-1, evidence No. 2-2, evidence No. 3, evidence No. 8-1, 2, No. 9, 11, 13, 16, 17, and 18:

A. Status of the Defendants

(1) From October 24, 1993 to January 31, 1995, Defendant 1: (a) was the representative director of Nasan Co., Ltd. (hereinafter referred to as Nasan); (b) from October 4, 1993 to January 14, 1998; (c) was the president of Nasan Co., Ltd. (hereinafter referred to as Nasan Co., Ltd; and (d) was 13 affiliated companies, including Nasan Co., Ltd. (hereinafter referred to as “Nasan”); and (d) from 9.4.9 to 9.19 to 9.6.19 to 198; and (d) Defendant 2 was the president of Nasan Co., Ltd. (hereinafter referred to as Nasan); and (e) from 19.9 to 19.198 to 19.19 to 198; and (e) from 19.198 to 194 to 19.18

(2) Meanwhile, on the corporate register of Nasan, Defendant 1 was the representative director of Nasan from October 24, 1993 to January 31, 1995; Defendant 2 was the representative director from March 12, 1992 to September 11, 1995; the representative director from September 12, 1995 to April 30, 197; the representative director from May 1, 1997 to April 10, 1998; the auditor from April 10 to 3, 198 to July 28, 198; and the auditor from March 12, 1992 to the representative director from September 27, 199; and the auditor from March 194 to April 19, 199 to the expiration date from September 19, 195; and the auditor from March 194 to the expiration date from September 19, 199.

(3) On December 31, 2004, when the lawsuit of this case was pending, the deceased on December 31, 2004, and at the time of death, there were Defendant 5-1 and Defendant 5-2, 5-3, 5-4, 5-5, 5-6, and 5-7, his wife and children, and Defendant 5-2, 5-3, 5-4, 5-5, and 5-6 reported the renunciation of inheritance to the Seoul Family Court on February 15, 2005.

(b)the governance and financial standing of the Mountain Group;

(1) Defendant 1 was the largest shareholder holding 35% of the shares of Nasan, a listed company, and held 9.9% of the shares of Nasan-do 99.9% of the shares of Nasan-do 0.1% of the shares (the shares of Nasan-do 0.1% were owned by Defendant 4, his wife) and 50% of the shares of Nasan-distribution (the shares of Nasan-do 30% of the shares of Nasan-do 10% of the shares were owned by Nasan-do 10

(2) On October 191, 191, Nasan was a company established by Defendant 1 on an acquisition by acquiring the overall construction of Seoul tower. Unlike the expected amount at the time of acquisition, the small and medium-sized construction enterprises with statutory capital of less than three billion won and with sales of less than ten billion won, or the amount of debts payable to the construction site at the construction site was at the time of acquisition due to excessive financial support for Defendant 1 and Nasan distribution, etc., and the amount of loans as at the end of 182.8 billion won as at the end of 1994 was insufficient to cover financial costs solely with operating income. However, the repayment of the Sosan Group at the end of December 1994 and the dishonor Group at the end of February 195, 195 led to the collapse of the Sosan Group, which occurred at the end of February 199, making it difficult to extend new loans or existing loans from financial rights.

(3) Also, as a company established by acquiring the Youngdong department stores in 1993, the financial situation was capital impaired from the date of the acquisition. Such financial situation was not improved even after the acquisition, which led to deepening capital erosion due to the failure to pay the operating income for five consecutive years after the acquisition. around 1996, the financial situation has deteriorated by providing the funds sold to Hyundai department stores in the Naho-dong land in 1996, and the Nasan Tourism Development Co., Ltd., which is another affiliate, was in a state of capital erosion after 195.

(4) On March 27, 1996, Nasan concluded a new comprehensive financial company with a limit of 40 billion won, and on October 10, 1996, Nasan guaranteed the debt amounting to KRW 101 billion in total by means of endorsement at the bill issued by affiliates such as Nasan or Nasan circulation, etc. from October 1996 to December 12, 1996, including the discount of endorsement in the name of 10 billion at the face value of the bill issued by Nasan.

(5) In addition, as of December 31, 1996, Nasan guaranteed the debt amounting to KRW 606,000 as of December 31, 1996, including joint and several sureties in performance guarantee insurance contracts, etc. concluded by Defendant 1, in order to provide joint and several sureties when an affiliate, such as Nasan and Nasan, borrows funds from financial institutions, or to support Defendant 1’

(6) In addition, if Nasan borrowed funds by means of a bill discount from financial institutions, such as Yong-Nam-Nam, the Nasan indirectly supported the borrowing of funds by purchasing unsecured sales bills issued by the financial institutions.

(7) At around 1982, Nasan was established and established in order to manufacture and sell women's brands, among affiliates, the most financial structure among affiliates. However, by providing joint and several suretys or indirect financial assistance to each affiliate of Nasan Group, other companies have maintained a structure with a high risk of insolvency on a yearly basis if they are defaulted for one company among affiliates of Nasan Group, and therefore, Nasan Group's non-affiliated offices have taken measures to check the financial situation every day at the meeting in which employees in charge of funding attend, and to lend funds to Nasan Group's non-affiliated affiliates short of funds.

(8) At around 1995, Nasan has aggravated its financial standing due to the default of Nasan's financial statements. Around 1996, major accounting information users, such as Nasan's shareholders, creditors, and corporate bonds payment guarantee agencies, expressed concerns about the financial stability of Nasan at the time of preparation of financial statements for the fiscal year 1996.

(9) The Nasan Group began to deteriorate its financial status due to the bankruptcy of the Nasan Group and the Mali Group in early 1997, and eventually, the affiliates were in defaulted on January 14, 1998, with a business depression and a financial competition due to the foreign exchange crisis at the end of the end of the year 197.

(c) Public disclosure of Nasan's financial statements in 1996;

(1) Around January 31, 1997, Defendant 1, 2, and 3 settled accounts for the fiscal year 1996 of Nasan. In fact, as seen earlier, Defendant 1, 2, and 3 guaranteed an affiliate company’s debt amounting to KRW 706 billion, including KRW 606,07,000,000, by means of lending the name of loan to the affiliate company, and directly concluding a guarantee contract, but the company guaranteed the affiliate company’s debt amounting to KRW 707,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,0000,000,000,000.

(2) On February 14, 1997, the board of directors held on February 14, 1997 proposed that a general meeting of shareholders should be held for the settlement of business accounts in 1996, and accordingly approved the general meeting of shareholders by presenting a case of approval of the balance sheet and income statement to the general meeting of shareholders held on March 14, 1997. In this case, the net defendant 5, who was the auditor, reported the audit to the general meeting of shareholders, and the defendant 2 also attended the general meeting of shareholders and sealed the minutes.

(3) The financial statements of 1996 Nasan were subject to an external audit by the accounting firm on the agenda from February 3, 1997 to February 6, 197, and were announced to the Korean Economic Newspapers on March 15, 1997 following a resolution of approval by the general meeting of shareholders.

(d) Conclusion of a guarantee insurance agreement and subrogation by the plaintiff;

(1) On August 23, 1994, Nasan issued the corporate bonds worth KRW 4 billion under the payment guarantee of the Plaintiff (formerly, Korea Guarantee Insurance Co., Ltd.). However, the Plaintiff received and examined the financial statements for each fiscal year from May 1994 to 1996, which was three months prior to the maturity of the Plaintiff, from May 1997, which was three months prior to the maturity of the Plaintiff. As a result, Nasan presented blacks for three consecutive years on the financial statements, but on the basis that A3 + B + credit has fallen under the corporate evaluation criteria, the Plaintiff notified the Non-guarantee.

(2) In order to refund the above corporate bonds with their maturity maturity, Nasan formulated the 38-time corporate bonds issued with a three-year maturity of the issue amount of 4 billion won in August 1997, and requested the Plaintiff to guarantee payment on August 18, 1997.

(3) Upon examining the guarantee insurance contract, the Plaintiff concluded a bond guarantee insurance agreement (hereinafter referred to as the “payment guarantee agreement”) between Nasan and Nasan to guarantee the payment of the principal and interest of 4 billion won with the maturity of 30,000,000 won on August 27, 1997, and Nasan to August 27, 1997, on condition that Nasan will be provided as security the amount of 200,000 shares of NaN (GNG) Telecom (hereinafter referred to as “NG Telecom”) with the market price of 30,000,000 won per share at the time.

(4) Busan was finally defaulted on January 14, 1998 and the company reorganization procedure commenced around February 1998, and the plaintiff paid 5.2 billion won in total to the Korea Securities Depository, the insured, from February 28, 1998 to August 28, 2000, based on the instant payment guarantee agreement.

(5) The Plaintiff sold the national housing bonds offered as security and recovered KRW 74,363,95,00,000,000,000,000,000 won, and assessed the remaining amount of KRW 4,444,6366,545,00,000,000,000,000 won, with a face value of KRW 1,446,6365,00,000,000 as reorganization claim, and reported the remaining amount of KRW 3,466,545,00,00,000 to be paid early from the Nasan on September 18, 1999 as principal and interest of KRW 1,539,397,260,00,000,000,000,000,000,000,000,00 won, which were 3,000,000,00,00.

(6) Meanwhile, on September 10, 1999, Nasan sold KRW 2,500,000 per share of 12,500,000 won per share of Nasan, which was returned by the Plaintiff. At the time, Nasan was anticipated to be registered in the foreign market, and in fact, Nanacom stocks were registered in the foreign market on December 12, 199, and the market price was formed at approximately KRW 50,00 per share, registered in the foreign market on December 12, 199.

2. Claim for damages caused by illegal loans and payment guarantee acts;

A. The plaintiff's assertion

The plaintiff asserts that the plaintiff is liable for damages to the plaintiff in accordance with Article 401 of the Commercial Act or Article 750 of the Civil Act, since Nasan, as the chairperson, vice-chairperson, director, or auditor of Nasan, neglected to perform his/her duty of capital adequacy and supervision, caused Nasan to fall into the status of insolvency, caused Nasan to fall into the status of insolvency, and caused Nasan to fall into the status of insolvency, Nasan to fall into the status of insolvency, and thereby, caused damages to the plaintiff in accordance with Article 401 of the Commercial Act or Article 750 of the Civil Act.

B. Determination

In light of the need for financial support, size, contents, repayment plan, security or possibility of recovery, relationship with Nasan and affiliated companies, management situation at the time, etc., it is insufficient to recognize that Nasan’s financial support was provided to an affiliated company as being carried out in violation of the above duty, and there is no other evidence to acknowledge that the Defendants’ act was carried out in violation of the duty of care or good faith, and that it was carried out in violation of the duty of care or good faith. Accordingly, the Plaintiff’s assertion is without merit.

3. Claims for damages caused by accounting fraud;

A. The plaintiff's assertion

In addition, Defendant 1 as the president of the N.B. Group, Defendant 2 as the president of the N.B. Group, Defendant 3 as the president of the N.B. Group, and Defendant 3 as the representative director of the N.B., properly indicate the company's financial status and management performance, and prepare and disclose financial statements that properly indicate all particulars of transactions within the fiscal period in accordance with the corporate accounting rules, but if disclosure is true, it is determined that financial institutions' financial assistance would be difficult if disclosure is made difficult, and that financial statements are prepared in the way of omitting main contents in the fiscal year of 1996. Defendant 4, Defendant 5, and Defendant 6 were to prepare and disclose financial statements that omitted main contents as above without performing their duties as auditors in bad faith or by gross negligence. The Plaintiff asserted that the Plaintiff was jointly and severally liable to compensate the Plaintiff for damages in accordance with Article 410 billion won of the Commercial Act, and thus, the Plaintiff did not compensate the Plaintiff for damages equivalent to KRW 401 billion of the insurance proceeds.

B. Determination

(1) Standards for preparing financial statements

According to Article 13(1) and (3) of the Act on External Audit of Stock Companies, a stock company shall prepare financial statements in accordance with the accounting standards set by the Financial Supervisory Commission. Accordingly, according to the corporate accounting standards enacted accordingly, accounting accounting and reporting shall be fairly processed with objective data and evidence to ensure trust (Article 3 subparag. 1). The financial statements shall state the necessary matters, such as the important accounting policy to provide sufficient accounting information to the users (Article 5(5)). With respect to cash and deposits, the use of which is restricted, the contents of which are provided for himself/herself or others or which are provided by others shall be stated as supplementary note (Article 27), and the details of security and guarantee provided to them shall be stated as supplementary note (Article 118-3 subparag. 12). In addition, if the financial statements do not actually use funds and bear interest burden, the borrower shall not account as loans, but shall state it as the guarantee payment for the actual user of the loan.

(2) Duties of Defendant 1, 2, 3, 4, and Defendant 5 and Defendant 6

According to the above facts, during the 1996-year-end financial statements of Nasan, endorsement on the bills issued by Nasan, an affiliate company, or Nasan, and obtained loans from financial institutions for the bill discount of bills, and did not enter Nasan in Nasan as Nasan’s payment guarantee, any part of the terms and conditions guaranteed by Nasan for Nasan, Defendant 1, 2, and 3, and Defendant 4, Defendant 5, and Defendant 6 (hereinafter “Defendant 1 et al.”) instructed the preparation of the above financial statements, and Defendant 4, Defendant 5, and Defendant 6 neglected to perform their duties under Article 401(1)4 of the Commercial Act, since the financial statements omitted as mentioned above have been published through a resolution of the general meeting of shareholders.

(3) Whether there exists causation between Defendant 1, etc.’s neglect of duties and the instant payment guarantee and damages

㈎ 원고가 이 사건 지급보증을 함에 있어 위와 같이 주석사항의 기재가 누락된 나산의 1996 회계연도 재무제표가 참고자료로 검토된 사실은 앞서 본 바와 같으나, 한편 앞서 본 사실관계에 나타난 아래와 같은 사정, 즉 ① 이 사건 지급보증은 나산이 신규 자금을 조달하기 위해서가 아니라 이미 1994년에 발행된 회사채의 만기가 도래함에 따라 차환을 위하여 발행된 회사채의 지급보증인 점, ② 나산의 계열사인 나산종건과 나산유통의 재무상태가 1995년경부터 악화 일로에 있었고, 나산은 나산종건과 나산유통에 거액의 지급보증 등을 한 상태였으므로 나산의 재무상태에 대하여 주주와 채권자, 지급보증기관 등 주요 회계정보 이용자들은 1997년 초순경 이미 나산의 재무상태가 불안정하다는 것을 알고 있었던 점, ③ 이에 따라 원고 스스로도 1996 회계연도 재무제표를 검토한 후 기업평가기준상 나산의 신용도가 하락하였음을 이유로 나산에 대하여 재보증 불가 통보까지 하였다가 나산이 담보를 제공하자 이 사건 지급보증을 하게 된 점, ④ 이 사건 지급보증 당시 나산이 제공한 담보 중 지엔지텔레콤 주식의 시가는 약 60억 원(=20만 주×30,000원), 국민주택채권의 시가는 약 10억 원으로서, 그 시가 합계는 이 사건 지급보증으로 담보되는 회사채 원리금 53억 2,000만 원의 약 130%에 이르러, 이 사건 지급보증의 담보로서 충분하였다고 보이는 점, ⑤ 이 사건 지급보증 당시의 분식결산 관행에 비추어 일반적으로 주식회사의 재무제표가 그 회사의 재무상태를 적절히 반영하고 있다는 신뢰가 시장에 형성되어 있었다고 보기 어려운 점 등에 비추어 보면, 원고가 주석사항의 기재가 누락된 나산의 1996 회계연도 재무제표를 믿고 그에 비추어 나산의 재무상태가 양호한 것으로 판단하여 이 사건 지급보증을 하였다고 보기는 어렵다 할 것이다.

㈏ 또한 구 회사정리법(2005. 3. 31. 법률 제7428호 채무자 회생 및 파산에 관한 법률의 제정으로 2006. 4. 1. 폐지되기 전의 것)상 회사정리절차가 개시되면 정리회사의 담보채권자는 담보물의 가치를 적절히 평가하여 그 담보물의 가액의 범위 내에서 정리담보권으로 신고하고( 제126조 ), 나머지 채권은 정리채권으로 신고하게 되며( 제125조 ), 관리인은 담보물의 가치에 관한 평가를 거쳐 정리담보권의 시인 여부를 결정하게 되고( 제132조 ), 담보물의 가액에 관하여 이견이 있어 정리담보권으로 인정하는 채권의 범위에 다툼이 생기게 되면 정리담보권 확정의 소( 제147조 )로써 담보물의 가액을 확정하도록 되어 있으며, 회사정리절차에서는 정리담보권이 정리채권보다 그 변제금액이나 변제기 등에 있어서 우대받는 것이 일반적이므로, 통상 채권자는 담보물의 가액을 높게 평가하여 최대한 정리담보권으로 인정받으려 하고, 관리인은 담보물의 가액을 낮게 평가하여 정리담보권으로 인정되는 채권의 범위를 축소하려 하는 경향이 있는데, 앞서 본 바와 같이 원고는 나산에 대한 회사정리절차에서 담보물인 지엔지텔레콤 주식의 가치를 액면가로 평가하여 나산에 대한 구상금채권 중 10억 원만을 정리담보권으로 신고한 다음, 위와 같이 정리담보권으로 신고한 금액만을 변제받으면서 곧 장외시장에 등록될 것으로 예상되어 주가 상승이 기대되던 위 주식에 관한 질권을 해제하였는바, 만약 원고가 지엔지텔레콤의 주식을 적정하게 평가하고 그에 따라 정리담보권 신고를 하였더라면, 위 주식을 적절한 시기에 적절한 가격으로 처분함으로써 이 사건 구상금채권의 전부를 회수할 수도 있었을 것으로 보이므로, 원고의 손해는 위와 같은 채권관리상의 잘못에 의하여 자초된 것이라고 볼 여지도 있다 할 것이다.

㈐ 따라서 피고 1 등의 앞서 본 바와 같은 이사 또는 감사로서의 임무해태와 이 사건 지급보증 및 그로 인한 손해 사이에 상당인과관계가 있다고 볼 수 없으므로, 원고의 위 주장은 다른 점에 관하여 더 나아가 살필 필요 없이 이유 없다.

3. Conclusion

Therefore, the plaintiff's claim of this case against the defendants is dismissed in its entirety as it is without merit. Since the judgment of the court of first instance is unfair with some different conclusions and the defendants' appeal is justified, the part against the defendants in the judgment of the court of first instance is revoked and all of the plaintiff's claim against the defendants in this revoked part is dismissed. It is so decided as per Disposition.

Judges Lee Jae-chul (Presiding Judge)