2. The costs of appeal are assessed against the Plaintiffs.

The court's explanation on this part is the same as the corresponding part of the judgment of the court of first instance. Thus, this part is cited by Article 8 (2) of the Administrative Litigation Act and the main sentence of Article 420 of the Civil Procedure Act.

2. Whether the instant disposition is lawful

A. The plaintiffs' assertion

1) In the event that a transaction subject to capital gains tax is a value exchange, the actual transaction value shall not be calculated based on the value of the benefits actually acquired at the time of individual transfer. On September 16, 201, the date of termination of the instant stock transaction agreement, only assessed as USD 7.69 U.S. dollars per share (hereinafter referred to as “U.S. dollars”) that the Plaintiffs actually received at the time, and it is unclear whether the Plaintiffs acquired, there was no separate determination on the stock value of the cCC common share (hereinafter referred to as “U.S.”) under which it is unclear whether the Plaintiffs would acquire. The Plaintiffs received the outstanding CCC common share issued on December 16, 2012 and actually acquired it, and the actual transaction value should be calculated as USD 0.35 per share, which is the stock value of December 16, 2012.

2) Even if it is necessary to calculate the stock common share value of the withheld CCC as USD 7.69 per share value on the date of the termination of the transaction, the Plaintiffs, on December 16, 2012, gave up the difference between the initially agreed amount and the actual acquired CCC share value due to the receipt of the CCC common share value, which is USD 0.35 per share on December 16, 2012, and failed to demand settlement to DD. Accordingly, the transfer price of the instant shares was changed according to the CCC common share value that the Plaintiffs actually acquired.

3) Meanwhile, prior to reporting and paying the transfer income tax on the instant shares, Plaintiff New A asked the Commissioner of the National Tax Service on the scope of the transfer value of shares based on the instant factual basis, and the Commissioner of the National Tax Service asked the Commissioner of the National Tax Service that “the payment that the National Tax Service decided to increase or decrease after the date of transfer shall be corrected by the transfer value on the date on which the payment was made,” and the instant disposition is contrary to the principle of trust and good faith, as it was made contrary to the

B. Determination

1) As to the assertion that the stock value is calculated at the actual time of acquisition

A) According to the relevant laws and regulations, capital gains accruing from the transfer of unlisted stocks shall be subject to capital gains tax, and the transfer value shall be based on the actual transaction value, which is the actual transaction value between the transferor and the transferee at the time of transfer, and where it is impossible to recognize or confirm the actual transaction value due to lack of evidential documents, such as books, or lack of important parts, it shall be determined or corrected based on the transaction example, standard market price, etc.

In addition, in calculating gains on transfer, which is the tax base of capital gains tax, the actual transaction price refers to the amount of actual transaction price, not the market price reflecting the objective exchange value, but the actual transaction price is the price for the transaction itself or the price for the benefit at the time of the transaction. As such, where a transaction subject to capital gains tax is a simple exchange, such actual transaction price cannot be confirmed, but where the exchange is a value-added exchange based on the value of the object, such as following the procedure for settling the difference in the appraised value by appraising the market price of the object subject to exchange, it shall be limited to cases where the actual transaction price can be confirmed. In such cases, the monetary value of the object to be acquired through the exchange and the amount of cash, etc. transferred through the exchange (see, e.g., Supreme Court Decision 2009Du194

B) The share transaction agreement of the instant case aims to ensure that DD accepts all of the EE shares including the instant shares. The part where CCC common shares are delivered in return for EE shares can be said to be the transaction in which these shares are exchanged.

Comprehensively taking account of the overall purport of the pleadings with respect to whether the exchange of shares is simple exchange according to the exchange ratio, etc., and whether the value of the subject matter is value-added exchange based on the monetary value of the subject matter, the overall purport of the pleadings is as follows: (a) the appraisal of the stock value by the financial consulting agency ino located in the United States for CCC was conducted; (b) the value of the shares as of September 16, 201 was assessed as USD 7.69 per share; (c) EE shares were assessed as USD 630,00 per share; (d) the value of the shares as of December 31, 2010 as of June 10, 201 was assessed as KRW 14,248,000 per share; and (e) the driver of the instant share transaction agreement and the E13rd share price per share price per share as of June 10, 201, based on the agreement concluded between the CE1 and the E2nd share price per share.

According to the above facts, the stock transaction agreement of this case is concluded with a focus on the appropriate evaluation and agreement on the CCC common share value, which is paid as the business value and acquisition price of EE, and each share is a value exchange according to its monetary value. Thus, the transfer price of this case constitutes a case where the actual transaction price can be confirmed through the cash and CCC common share value assessed by the plaintiffs.

C) However, comprehensively taking account of the following circumstances acknowledged by the aforementioned factual basis, the CCC’s common share value as the actual transaction value of the instant shares should be calculated not only as to the portion issued on the closing date of the instant share transaction agreement, but also as to the portion issued on December 16, 2012 as well as as the portion issued on September 16, 201, which was the closing date of the instant share transaction agreement, as the assessment value of September 16, 201, which was the closing date of the instant share transaction agreement. Therefore, the Plaintiffs’ assertion on this

① The share exchange of the instant stock transaction agreement is a value exchange for each share in accordance with the monetary value on the closing date. The CCC common share value, which is exchanged as the price for the transfer of the instant shares, was determined in accordance with the valuation value on the closing date. In other words, as of the closing date, the instant shares and CCC were assessed as a specific monetary value on the basis of the closing date, and the difference was settled in cash (as seen in the above recognition facts, the stock exchange was liquidated by evaluating the instant shares and CCC as a monetary value on the closing date).

② Therefore, a separate agreement should be made to assess the stock value of part of the CCC, and there is no provision that the deferred CCC common share value is adjusted according to the actual delivery date, and there is no evidence as to the conclusion of the separate agreement.

③ The fact that partial payment of the CCC is deferred is to secure the buyer’s compensation, etc. due to the seller’s breach of contract (see, e.g., Supreme Court Decision 9.6.6.6.). In light of the aforementioned purport of withholding of payment, it is difficult to deem that it is premised on the seller’s adjustment of the stock value of the CCC common share for the seller’s side as a revaluated transaction price when the price of the CCC common share drops. In addition, even if the price drops, it is difficult to view that it is premised on the presumption of adjustment of the transaction price according to the increase of the stock price which occurred rapidly regardless of the grounds for

2) As to the assertion of change in the transfer value due to waiver of difference

As seen earlier, the CCC common share value of the portion for which payment has been deferred as the actual transaction price of the instant shares shall be deemed to be USD 7.69, which is the appraised value of September 16, 201, which is the date of termination of the instant share transaction agreement. As long as the Plaintiffs are liable to bear the risk of price decline by the time of actual delivery of the CCC common share price, it cannot be deemed that the Plaintiffs voluntarily renounced the difference between the amount already agreed upon and the CCC common share price at the time of actual delivery. Accordingly, the Plaintiffs’ assertion on this premise is without merit.

3) As to the assertion of violation of the principle of good faith

In order to apply the principle of trust and good faith to the acts of tax authorities in tax and law relations, first, the tax authorities must express the public opinion that is the subject of trust to taxpayers, second, the taxpayer should not be responsible for the taxpayer's reliance on the legitimacy of the expression of opinion, third, the taxpayer must trust the expression of opinion and act in which the taxpayer is in trust, and fourth, the tax authorities should make a disposition against the above expression of opinion, thereby infringing the taxpayer's interest (see, e.g., Supreme Court Decision 2001Du403, Sept. 5, 2003).

According to Gap evidence No. 18, on November 2, 201, 201, prior to reporting and paying the transfer income tax on the shares of this case, the Commissioner of the National Tax Service asked the Commissioner of the National Tax Service about the transfer value of shares related to the share transaction agreement of this case. For this, the Commissioner of the National Tax Service may acknowledge the fact that "if the transfer value of non-listed shares and the receipt of the interim agreement for the transfer value, and the additional amount pursuant to the agreement is added or added, the transfer value shall be the transfer value at the time of the transfer, and the payment for which the reduction or exemption is to be made after the transfer date shall be the transfer value at the

However, the purport of the above reply by the Commissioner of the National Tax Service is that the transfer value of non-listed stocks shall be corrected according to the later paid consideration on the premise that the transfer value of the non-listed stocks is "a case where the transfer value is increased or decreased pursuant to the agreement after a provisional agreement is made." Thus, it cannot be deemed that there was no agreement on adjustment of the value of the above deferred stocks, etc., and thus, it cannot be deemed that there was an expression of public opinion

3. Conclusion

If so, the judgment of the first instance court is justifiable, and the plaintiffs' appeal is dismissed as it is without merit.