The AAA and seven other persons.

2. The costs of appeal shall be borne by each party.

3. Paragraph 1 of the judgment of the court of first instance, and on July 2, 2010, the part exceeding KRW 000 among the imposition of gift tax of KRW 00 on the part against the defendant, and on July 5, 2010, and on July 7, 2010, the part exceeding KRW 000 among the imposition of gift tax of KRW 00 on the remaining plaintiffs, shall be revoked. "The defendant," and on July 2, 2010, the part exceeding KRW 000 of the imposition of gift tax on the plaintiff LAA, which exceeds KRW 300 among the imposition of gift tax of KRW 00 on July 5, 2010, and each of the imposition of KRW 300,00,000 among the imposition of penalty tax of KRW 30,00,000,000,000,000,000,000,000,00.

Of the imposition of gift tax of KRW 00 and penalty tax of KRW 000 and penalty tax of KRW 000 on July 5, 2010, and the imposition of KRW 000 on each of the imposition of KRW 000 on the part exceeding KRW 000 and penalty tax of KRW 000 on the part of the imposition of KRW 00,00 on the part of KRW 00 on the part of the imposition of KRW 00 and KRW 000 on the part of KRW 00 on the part of the imposition of KRW 00 and KRW 00 on the part of KRW 00 on July 7, 2010 on the part of the imposition of KRW 00 and KRW 00 on the part of these tax and penalty tax of KRW 00 on the part of the imposition of KRW 00,00 on the part of these tax and KRW 00 on Kim and H.

2. Purport of appeal

A. The plaintiffs: The part against the plaintiffs in the judgment of the court of first instance that orders revocation under the following subparagraphs shall be revoked. The part that exceeds KRW 000 of the imposition of gift tax imposed on the defendant, and on July 2, 2010 on the plaintiff Eul on July 5, 2010, and each of the imposition of KRW 000 on the plaintiff JungB, OCC, and KimD, exceeding KRW 000, and the part that exceeds KRW 00,000 of the imposition of gift tax on July 7, 2010, each of which exceeds KRW 00,000,000,000,000.

B. Defendant: The part against the Defendant in the judgment of the first instance shall be revoked, and the Plaintiffs’ claims corresponding to the revoked part shall be dismissed.

A. The Plaintiff LAA was an officer of the Company II (hereinafter referred to as the “II”), and on December 29, 2003, the Plaintiff LAA transferred 20,000 shares issued by the non-listed company at the time from the KAJ, which correspond to the largest shareholder, etc. under Article 41-3(1) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 9916, Jan. 1, 2010; hereinafter referred to as the “former Inheritance Tax and Gift Tax Act”). Plaintiff LA acquired 30,00 shares issued by the non-listed company at the time (hereinafter referred to as the “first gift shares”). Plaintiff LA acquired 20,00 shares issued by the non-listed company at the time. Plaintiff LA transferred 30,00 shares issued by the non-indicted on October 5, 2004 and November 5, 2004, and December 3, 2005.

나. 원고 최EEE， 이FF， 정BBB， 오원펼， 김금현， 김HH， 김DDD은 II의 직원 이었는데， 2004. 12. 1. 구 상속세및증여세법 제41조의3 제1항 소정의 최대주주 등에 해당하는 감 용출로부터 당시 비상장회사였던 II의 발행주식 3，000주씩을 각 유상취득하였 다.

원고 최EEE， 이FF， 정BBB， 오원펼， 김금현， 김HH， 김DDD은 2005. 12. 22. OOOO가 실시한 유상증자에서 1인당 750주씩을 액면금액인 주당 5，000원에 각 인수하였다(이하 당초 증여주식 및 원고 최EEE， 이FF， 정BBB， 오OOP， 김OO， 김HH， 김OOO이유상취득한 주식을 통툴어 '당초 양수주식'， 유상증자로 취득한 신주를 통틀어 '이 사건 유상신주'라고 한다).

C. Section II, around July 1, 2007, divided the face value per share into 500 won, listed on January 25, 2008 to the KOSDAQ and increased the number of the plaintiffs' shares in accordance with the above par value division to 10 times (However, in the case below, it shall be stated as the number of shares before stock division for convenience).

D. After conducting an integrated tax investigation with respect to II from August 10, 2009 to September 30, 2009, Busan Regional Tax Office imposed each gift tax on the Plaintiffs on the profits arising from the listing of the original transferee stocks, but did not impose gift tax on the profits arising from the listing of the instant paid new stocks.

E. On January 25, 2010, the Board of Audit and Inspection audited the business affairs of the Busan Regional Tax Office, issued a request to correct the Plaintiffs’ interest under the listing of the instant new stocks for consideration, and the Defendant, on July 2, 2010, imposed a gift tax of KRW 00 and KRW 000,00,000, and on July 5, 2010, the amount of the gift tax was increased by KRW 00,000, and the additional tax was increased by KRW 00,00,00, in total, and the amount of the gift tax was increased by KRW 00,00,00, and the amount of the penalty tax on the gift tax was adjusted to KRW 0,00,00,00,000, and the amount of penalty tax was calculated to KRW 00,00,00,00,00,000,00,000,00,00,00,00,00.

F. The Plaintiffs were dissatisfied with the instant disposition and filed a request for revocation with the Tax Tribunal, but the Tax Tribunal rendered a decision of dismissal on June 29, 201 with respect to the claims filed by Plaintiffs EAA and EE, and Kim H, and with respect to the claims filed by Plaintiffs EF, EB, OB, and O and KimO, on June 30, 2011, and with respect to the claims filed by Plaintiffs KimD on September 19, 2011.

[Based on Recognition] Facts without dispute, Gap evidence 1, 2, and Eul evidence 1 to 4 (including each number)

2. Whether the instant disposition is lawful

A. The plaintiffs' assertion is as follows.

1) Article 31-6 (2) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act (amended by Presidential Decree No. 21292, Feb. 4, 2009; Presidential Decree No. hereinafter "former Enforcement Decree of the Inheritance Tax and Gift Tax Act") stipulating that the person shall hold 25/10 or more of the total number of shares issued or total amount of equity investment, and that the person shall aggregate the shares owned by his relatives, etc., does not fall under the largest shareholder, etc. under Article 41-3 (1) 2 of the former Inheritance Tax and Gift Tax Act. Since Article 31-6 (2) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act (amended by Presidential Decree No. 21292, Feb. 4, 2009; PresidentialJ does not apply to the portion of the newly issued shares to the Plaintiff under Article 41-3 (1) 2 of the former Inheritance Tax and Gift Tax Act, since the former Enforcement Decree of the Inheritance Tax and Gift Tax Act does not apply to the portion of the newly issued shares to the Plaintiff.

2) Article 41-3(6) of the former Inheritance Tax and Gift Tax Act ought to be interpreted that only the specially related persons apply to the shares that are donated to the largest shareholder or acquired on the basis of the shares they acquired, and that it does not apply to the shares that are acquired on the basis of oil. Therefore, imposing gift tax on the shares that the Plaintiffs acquired on the basis of the initial shares that the Plaintiffs acquired on

3) Under Article 41-3(1) and (6) of the former Inheritance Tax and Gift Tax Act, the legislative purpose of Article 41-3(6) of the former Inheritance Tax and Gift Tax Act is to be fulfilled by excessively imposing marginal profits from listing on the stocks whose capital increase is increased for consideration. (i) It violates the principle of excessive prohibition under the Constitution by infringing the appropriateness of the means, the minimum damage, and the balance of the legal interests, and (ii) it is possible to know that the value of donated was 5 years or more after the initial date of donation, and the amount of the gift tax is unconstitutional. Therefore, it infringes on the legal stability and predictability of the taxpayer, and the amount of the gift tax is calculated by calculating the profits from the listing, and it is considered not to impose gift tax on the profits from the listing, but to impose gift tax retroactively on the donated stocks at the price after listing, and the method of imposing gift tax after calculating the value of the donated stocks at the price after listing the stocks is considered to be unconstitutional, and thus, it is contrary to the clear statement of taxation requirements, and (iii).

4) The Defendant’s tax investigation conducted on August 10, 2009 with respect to II, but did not impose gift tax on the listed marginal profits of the instant new stocks, and only after being pointed out by the Board of Audit and Inspection on January 25, 2010, the taxation of gift tax on the listed marginal profits of the instant new stocks constitutes a conflict of views under tax law among the tax authorities. Therefore, since the Plaintiffs cannot expect the return and payment of gift tax with the knowledge that the listed marginal profits of the instant new stocks are subject to taxation from the beginning, it is difficult for the Plaintiffs to expect the return and payment of gift tax with the knowledge that the listed marginal profits of the instant stocks are subject to taxation, and thus, the portion of penalty tax in the instant disposition is unlawful. Even if there is no justifiable ground for domestic affairs, the Defendant notified that the stocks were not subject to taxation, and that the Plaintiff did not pay gift tax on the listed marginal profits of the instant new stocks on August 10, 2009, and that the portion of the instant disposition occurred after August 1, 2009.

B. Relevant statutes

Attached Form 3 is as listed in the "relevant Acts and subordinate statutes".

C. Determination as to the plaintiffs' assertion 2-A. 1

(1) Article 41-3 (1) of the former Inheritance Tax and Gift Tax Act provides that "the persons who fall under any of the following subparagraphs shall be deemed to have a position to use listed information on BB, etc. of the company," and Article 41-3 (2) 2 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act provides that "the largest shareholder, etc. shall be entitled to gift tax on the listing marginal profits of the company donated by the largest shareholder, etc." (Article 41-3 (1) 2 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act provides that "the persons who hold not less than 25/10 of the total number of issued and outstanding stocks of a domestic corporation or the total amount of equity investment under Article 41-3 (2) 2 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act shall be deemed to have been listed on the securities market, and that those who hold not less than 20/10 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act shall be deemed to have been listed on the market, and shall be determined reasonably by Presidential Decree.

2) In cases where the shareholder and his/her relatives own not less than 25 percent of the total number of shares issued by the company concerned, the shareholder is the largest shareholder under Article 43-3(1)2 of the former Inheritance Tax and Gift Tax Act.

In light of the above facts, Gap evidence 2-1, Eul evidence 3-2, and Eul evidence 6-2, the whole purport of the arguments is comprehensively taken into account, and the plaintiff Eul is the relative of HaJ, and at the time the HaJ donated the original gift shares to the plaintiff Lee J, it can be recognized that the above three persons owned 10% of the total number of issued and outstanding shares, respectively. According to the above facts, the HaJ corresponds to the largest shareholder under Article 43-3 (1) 2 of the former Inheritance Tax and Gift Tax Act, and the plaintiff's assertion is without merit.

D. Determination as to the plaintiffs' assertion 2-A. 2

1) The Inheritance Tax and Gift Tax Act amended by Act No. 7010 of Dec. 30, 2003, and the revised gift tax had a provision on the agenda of donation in addition to the general donation premised on the contract between the parties as well as the general donation before the amendment, but it is not imposed on the new type that is not listed as above. Even if the type of taxation is not listed daily, the gift tax can be imposed if it is actually transferred without compensation, and the constructive donation provision is converted into the example provision on the calculation of the value of gift property. Article 2(3) of the same Act, and the term "donation" includes the transfer of tangible and intangible property which can calculate economic values without consideration regardless of the name, form, purpose, etc. of the act or transaction, or the transfer of the tangible and intangible property without consideration (including the transfer of property at a remarkably low price) by the direct or indirect method, and the provision was newly established to increase the value of the property of another person by considering the transaction as a method or a transaction between the parties directly or indirectly through a third party.

2) The legislative intent of Article 41-3 of the former Inheritance Tax and Gift Tax Act, and Article 41-3 of the former Inheritance Tax and Gift Tax Act, with internal information that the largest shareholder, etc. did not disclose to BB, where a person with special interest, such as a child, donates or transfers non-listed stocks for the purpose of obtaining enormous gains from the listing of the securities market, and where a tax is imposed on the listing marginal profits, and where a person with special interest, such as a related party, such as a child, takes advantage of the profits increased by the listing of stocks for the purpose of preventing a change in the listing marginal profit from the listing of the securities market, subject to taxation. In other words, Article 41-3(6) of the former Inheritance Tax and Gift Tax Act is a provision newly established by the amendment on December 18, 202, and the reason for the amendment is that Article 41-3 of the former Inheritance Tax and Gift Tax Act only takes the listed marginal profits directly or acquired from the largest shareholder, and it is possible to use the stocks as a means of tax avoidance by 1).

3) In full view of the following circumstances, it is reasonable to interpret that Article 41-3(6) of the former Inheritance Tax and Gift Tax Act does not apply only to a gratuitous owner, who is a person with a special interest, based on the shares donated or acquired at a cost from the largest shareholder, etc. or by a person with a special interest

(1) In applying the provisions of Article 41-3(6) of the former Inheritance Tax and Gift Tax Act, "in the application of the provisions of paragraph (1), the acquisition of stocks shall include new stocks acquired and allocated by the corporation through the issuance of new stocks in order to increase its capital (including the amount of investments)." Thus, the provisions of paragraph (1) of the same Article shall apply regardless of whether new stocks are shares with or without consideration, and whether new stocks are made by the method

② The gift tax is imposed with regard to the transfer of listed profits under the former Inheritance Tax and Gift Tax Act, although the same is different in the case of gratuitous capital increase and capital increase with respect to the payment of subscription price, and the substance that the listed profits generated by each person are transferred to the specially related person.

③ In light of the fact that the so-called complete comprehensive taxation has been declared since the amendment on December 30, 2003, and that Article 41-3(6) of the former Inheritance Tax and Gift Tax Act should be interpreted in line with the purport of the amendment, it is reasonable to interpret that the above provision should be interpreted as imposing gift tax by evaluating that all gains arising from the listing of new stocks issued by the relevant corporation from the largest shareholder, etc. are donated to the largest shareholder, etc. on the basis of stocks donated or acquired with compensation from the largest shareholder, etc., and those acquired from the largest shareholder, etc.

(4) If it is interpreted that Article 41-3 (6) of the former Inheritance Tax and Gift Tax Act applies only to new stocks without compensation, a person with special interest may be exempted from imposing gift tax on capital increase with capital increase at a significantly low price.

⑤ Since the language and text of Article 41-3(6) of the former Inheritance Tax and Gift Tax Act includes the fact that the issuer of new shares is a corporation (the fact that shares are acquired from a corporation), it is reasonable to view that the above provision is inconsistent with the majority shareholder under Article 41-3(1) of the same Act.

(6) In calculating profits from the substantial increase in corporate value, Article 31-6(5) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act, and Article 10-4(1) of the former Enforcement Rule of the Inheritance Tax and Gift Tax Act (amended by Ordinance of the Ministry of Finance and Economy No. 74 of Apr. 23, 2009; hereinafter the same shall apply) provides that the total sum of net profits and losses per share shall be the amount of net profits and losses calculated under Article 56(3) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act for the evaluation of unlisted stocks, and in calculating the listed gains from the stocks directly donated by the largest shareholder, even if the stocks and losses per share were paid to the corporation during the period from the date of listing to the date of listing, the calculation of net profits and losses per share by the above method is the same. In light of the foregoing, it cannot be deemed that Article 31-6(3) through (5) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act does not include stocks acquired as a certificate of reason for

E. Determination as to the plaintiffs' assertion 2-A. 3

1) As seen earlier, Article 41-3 of the former Inheritance Tax and Gift Tax Act provides that, where the largest shareholder, etc., etc., donated unlisted stocks to a special supervisor prior to listing, etc., or transferred for a fee, the taxable amount is that the shares themselves are not the shares themselves but the profits accrued from listing are distributed at a cost

In addition to the shares, the shares are also included in the shares that are transferred for consideration. Even if new shares are issued for consideration by a special developer for the acquisition of the shares, such consideration is only for the shares themselves, not for the listing marginal profits. Where a special party, such as the largest shareholder, obtains listing marginal profits above the standard prescribed by the Enforcement Decree of the Inheritance Tax and Gift Tax Act, the substance of taxation on the listing marginal profits is the same as where the shares are received directly from the largest shareholder, or where the shares are received through capital increase or capital increase with capital increase without consideration. Article 41-3(1) of the former Inheritance Tax and Gift Tax Act limits the scope of the donee to the specially related parties, such as the largest shareholder, who is in the position of using information that is not open to the public regarding BB, etc., and the size of the listing marginal profits subject to taxation should be more than the standard prescribed in Article 31-6 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act, and even if the shares were listed, the above provision also limits the period of increase in the number of new shares to be included in the first three years.

2) The taxation requirement of Article 41-3 of the former Inheritance Tax and Gift Tax Act provides that ① a person having a special relationship with the largest shareholder, etc. of an unlisted corporation shall either donate or acquire shares of the unlisted corporation for consideration or receive new shares from the largest shareholder, etc., ② the relevant shares shall be listed within five years from the date of donation or acquisition, and ③ the relevant specially related person shall gain profits above the standard prescribed in Article 31-6 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act due to an increase in the value of shares under the listing. Therefore, all taxation requirements are satisfied at the time of acquisition of shares. Since Article 41-3(2) of the former Inheritance Tax and Gift Tax Act provides that the listed gains shall be calculated at the end of three months from the date of listing as the date of settlement, it is possible to predict the value of the donated shares and the amount of gift tax at the time of meeting the taxation requirement. Article 41-3(1) of the former Inheritance Tax and Gift Tax Act provides that the amount of gift tax calculated by adding the first stock price to the profits calculated under Article 31 of the former Enforcement Decree.

3) In addition, Article 41-3 of the former Inheritance Tax and Gift Tax Act is subject to taxation, and only after the listing is actually made, the size of the benefit can be assessed properly, and it cannot be deemed that there is discrimination without any reasonable reason or contrary to the principle of ability to pay.

4) Therefore, Article 41-3(6) of the former Inheritance Tax and Gift Tax Act cannot be deemed as unconstitutional in violation of the Constitution against the principle of excessive prohibition, the clear indication of taxation requirements, and the principle of tax equality and response ability burden, and the plaintiff's assertion is without merit.

F. Determination as to the plaintiffs' assertion 2-A. 4

1) Additional tax under tax law is an administrative sanction imposed under the conditions as prescribed by individual tax law in order to facilitate the exercise of the right to impose taxes and the realization of tax claims where a taxpayer violates all kinds of obligations, such as a return and tax payment, without justifiable grounds, and it is unreasonable for the taxpayer to be aware of such obligations. Therefore, it is unreasonable for the taxpayer to be aware of such obligations, or to expect the party to perform such obligations, if there is a justifiable reason that it is impossible for the taxpayer to be unaware of such obligations, the imposition may be exempted (see Supreme Court Decision 2003Du4089, Apr. 15, 2005). If the tax law, which is subject to regulation, is technical and difficult to interpret, and it does not constitute a violation of the duty to impose taxes beyond the scope of simple legal or misunderstanding, and it does not constitute a violation of the duty to impose additional tax (see Supreme Court Decision 2000Du4089, Apr. 15, 2005). 205.

2) After the Busan regional tax office conducted a tax investigation with respect to II from August 10, 2009 to September 30, 2009, it was found that the plaintiffs were aware that they acquired the new stocks for consideration, and that they did not impose a gift tax with respect to the listed profits of the newly issued stocks for consideration, as seen above, and the public officials of Busan regional tax office in charge of the listing profits of the newly issued stocks for consideration after undergoing careful legal review as to whether they would impose a gift tax with respect to the listed profits of the newly issued stocks for consideration at the time of the above tax investigation. According to the above facts of recognition, it is unreasonable to believe that the plaintiffs are not liable to pay a gift tax on the listed stocks with trust of the results of the tax investigation of Busan regional tax office, and it cannot be deemed that there is a mere misunderstanding of laws or misunderstandings, and that there is no conflict between the above listed profits in other laws and regulations.

3) Therefore, the part of the disposition in this case, which exceeds KRW 000, among the disposition of imposition of KRW 000, and each of the disposition of KRW 000,00,00, which exceeds KRW 00,00,00, and KRW 00,00,00,00,00,000,00,000,000,000,000,000,000,000,000,000,00,000,000,00

3. Conclusion

If so, the plaintiffs' claims are reasonable within the above scope of recognition, and the remaining claims should be dismissed for each reason. Since the judgment of the court of first instance is just as this conclusion, all appeals filed by the plaintiffs and the defendant are dismissed for lack of reason. However, on July 2, 2010, the part exceeding 00 won in the disposition of gift tax of 000 won against the plaintiff LAA, and on July 5, 2010 and July 7, 2010, the part exceeding 00 won in the disposition of 00 won in each disposition of 30 won in each disposition of imposition of gift tax of 00 won in each case shall be revoked, and on July 2, 2010, the part exceeding 300 won in each disposition of 00 won in each disposition of imposition of gift tax of 300 won in each case shall be revoked, and on July 2, 2010, 300 won in each disposition of imposition of gift tax of 300 won in each of the plaintiff LBD and 200.70.