2. B

3. C

[Defendant-Appellant] Plaintiff 1 and 2 others

A person shall be appointed.

A person shall be appointed.

Defendants Law Firm 00, 000, 000, 000 Defense

g. 00

The defendant D is jointly and severally with the defendant D, and the defendant E is jointly and severally with the above 1,395, 960, 960, 960, and 1,304, 978, 531 won out of the above 1,300 won out of the 1,395, 960, 960, and 1,304, 978, 531 won out of the above 1,300 won out of the 1,395, 960, and 1,304, 978, 531 won, and each of the above amounts. < Amended by Act No. 11537, Apr. 11, 2006>

8. To the end of 22.2% per annum and 20% per annum from the following day to the day of full payment.

2. All remaining appeals by the Defendants are dismissed.

3. 10% of the total costs of litigation shall be borne by the Plaintiffs, and the remainder by the Defendants, respectively.

Defendants jointly and severally hold office 13,796, 700,000 won in single parent company (hereinafter referred to as " single parent company").

For this, 5% per annum from December 3, 1996 to the date of pronouncement of the first instance judgment, and 5% from the next day to that of the first instance judgment.

Until the date of full payment, 20% interest per annum shall be paid.

2. Purport of appeal

The part against the Defendants in the judgment of the first instance is revoked, and the plaintiffs' request corresponding to the revocation part is revoked.

The Gu is dismissed.

A. The status of the parties (1) Japan is a stock company established for the purpose of manufacturing, processing, and selling imitated and imitated products, and for the purpose of manufacturing, selling, etc. of clothing products. The capital around February 2006 is KRW 250 billion, and the total number of outstanding shares is KRW 50 million. (2) The Plaintiffs, as shareholders of the Japanese mother, demanded that they file a lawsuit to the same effect as this case against the Japanese mother, around February 2006, KRW 5,150 (Plaintiff 10, Plaintiff 25, 040, Plaintiff 310, and Plaintiff 3100, respectively.) were owned by Defendant 29, the total number of the Japanese mother’s shares and KRW 150,97, and Defendant 19,000, which were employed by Defendant 2, from around 6, 2007 to KRW 9,50,000,000,000,000,000.

C. Around October 1996, the issuance (1) of the convertible bonds of Ireland (hereinafter referred to as "Baland") around 707,200 shares issued by the Central Development Co., Ltd. (hereinafter referred to as "Susland, regardless of whether it was before or after the mutual change; hereinafter referred to as "Iusland"), the total number of shares issued was 707,200 shares, the face value was 50,000 shares, and the capital was 3.53,600,000 shares. The major business group was 8 companies affiliated with the Samsung Group, one foundation, and 17 executives and employees of Samsung Group, all of its affiliates, including Samsungland, and 17 members, who were the chairperson of the Samsung Group, were holding 100,000 shares of Ireland, and the board of directors held 10,000 shares of Ireland and 10,000 shares total number of shares issued at 10,000 shares before the issuance of the convertible bonds.

have passed a resolution to issue, and the main contents thereof are as follows:

· Category of bonds: Unguaranteed non-guaranteed convertible bonds with non-registered interest coupons

· Total face value of bonds: 9,954, 590,000

· The total amount of issuance of bonds: 100% of the face value of the bonds

· The base date for allocation of bonds: November 14, 1996.

· Method of allocating bonds: A third party allocation by the resolution of the board of directors when forfeited after preferential allocation by shareholders;

The amount of each corporate bond: The amount allocated to each class 4 shareholder of the first class group of the first class of the first class, the first class, the first class of KRW 4,800,000, the first class of the fourth class of the first class, the second class of the first class, the second class of the fourth class, the second class of the first class, the second class of the fourth class, the fourth class of the first class, the second class of the fourth class, the second class, the 610,000, the third class of the Samsung T&T, the 520,780, the first class of the first class, the first class of the first class, the second class of the first class, the second class of the first class, the second class of the first class, the second class of the first class, the second class, the second class of the first class, the second class, the second class of the new class, the second class of the bonds, the 100, the second class of the new class of the bonds, the 100, the first class of the bonds.

The repayment method and the due date of the principal: The amount equivalent to 61% of the principal of the bonds shall be repaid on the date and time on November 29, 199: Provided, That if the due date of repayment is a bank holiday, it shall be the next business day.

- The purpose of use of funds: The number of stocks calculated by dividing 100% of the face value of each bond by the converted price shall be the number of stocks to be converted, and a fraction of less than one share shall be paid in cash when stock certificates are issued, but the conversion price of bonds shall be 7,700 won per share.

The class of shares to be issued upon conversion: The period from the following day of issuance of the bonds to the immediately preceding day of redemption:

The place of claim for conversion: Burland, Inc. (3) notified shareholders of the date of allocation of convertible bonds and guidance for subscription of convertible bonds pursuant to the above resolution. Only the first day (2. 94%) shareholders subscribed to the pertinent convertible bonds (2. 94%). On December 3, 1996 (the notice within the proposal is written only on December 3, 1996, and the last day is not written as the surveillance) 16:0 days after the issuance of the pertinent convertible bonds (9. 06% of the total amount): 19. 7 billion won after the issuance of the convertible bonds, and 9. 9 billion won of the shares were written as the result of the issuance of the 9. 7 billion won of the shares. 4:00 Surland held a board of directors meeting around December 16, 1996, and the remaining shareholders were stated as the 9. 9 billion won of the shares and 9. 1. 3 billion won of the shares subscribed.

Therefore, the first, second, and third shareholders of Ireland changed from the Central 48.24% (341, 123 weeks), from the first 14.14% (100,000 shares), D 13.16% (93,068 shares) to G 31.37% (627,390 shares), the Central 17.06% (341,123 shares) of the Central 17.06% (341,123 shares), and H.I.J. 10.46% (209,129 shares) of each 129 shares.

【Unsatisfyal grounds for recognition】In the absence of dispute, Gap evidence 1-1, 2, 3, and 2-1, 2, 3, Gap evidence 4, and 10, the purport of the whole pleadings

2. Issues of the instant case

The gist of the plaintiffs' assertion of the cause of the claim in this case is to allow the defendant D and Samsung Group's non-surland to issue the convertible bonds of this case at a remarkably low price compared to its real value. The defendant F. E, who is the shareholder of the Hanmland's corporation, shall give up the acceptance of the convertible bonds allocated to Ilmland's corporation, and shall allow G, etc. to accept the forfeited part of the convertible bonds and convert them into stocks, thereby securing the right to control in Ireland while avoiding tax burden, such as gift tax. Since the defendants, who are directors of Ilmar, suffered damage from the loss of the value of the Surland's stocks held before the issuance of the convertible bonds of this case, the defendants are liable to compensate for the said damage in accordance with Article 399 of the Commercial Act.

The defendants asserted that the convertible bonds of this case were issued according to the management's independent judgment in order to expand less capital than the size of the Burland at the time when the Burland was required for the management of the Burland, and the waiver of the takeover of the Burland was also decided by the Burland management without any relation to the defendant D or Samsung Group's office in consideration of the management conditions such as the financial status of the Burland at the time of the Japanese mother management, and the investment value of the convertible bonds of this case, and the conversion price of the convertible bonds of this case is appropriate in light of the management status of the Burland. Thus, the defendants did not perform any act contrary to their duties as a director of the Burland.

Therefore, the key issue of the instant case is ① whether the conversion price of the instant convertible bonds is significantly low compared with their real value (the Plaintiffs’ assertion is premised on the issuance of the instant convertible bonds at a significantly low price, and thus whether the instant convertible bonds were issued at low price or not is a premise for determining whether the Defendants breached their duties as a director of the Japanese mothership as well as the judgment on the damages incurred during the Japanese mothership’s work. ② If the instant convertible bonds were issued at low price, whether there was any violation of law or breach of duties against the Defendants in relation to the waiver of the acceptance of the instant convertible bonds, ④ the scope of compensation for damages against the Japanese mother, if the Defendants’ act of breach of duties is recognized. Accordingly, the examination of each of the above issues is to first be conducted in order.

3. Whether liability for damages arises;

A. Determination on the actual value of the instant convertible bonds (1) The standard for determining the actual value of the instant convertible bonds

The nature of convertible bonds is different from the issuance of new shares in that they are bonds entitled to convert a company into stocks under certain conditions, which are means of financing another company’s capital. Unlike general bonds, unlike the issuance of new shares, in that the issuance of new shares is performed by exercising convertible rights and the status of a bondholder is changed to a shareholder, the provisions on the issuance of new shares are applicable mutatis mutandis to the issuance of convertible bonds. Thus, in determining the appropriate conversion price or real value of convertible bonds, the determination of the appropriate conversion price or real value of convertible bonds shall be based on the most important standard at the time of the issuance of the company’s stocks at the time of the issuance of convertible bonds, and shall be based on the interest rate of the bonds, the period of the request for conversion, etc.

However, in light of the interest rate (1%) and the rate of maturity guarantee (5%) of the convertible bonds of this case, the average interest rate or the rate of maturity guarantee (1%) of the general corporate bonds issued at the time of issuance is considerably lower than the average interest rate or the rate of maturity guarantee (5%) of the general corporate bonds issued at the time, and the convertible bonds lose the nature of the bonds as the bonds issued by the exercise of convertible rights. The convertible bonds of this case are entitled to a claim for conversion from the date of issuance to the date of issuance, and in fact there is a claim for conversion to the remaining 15 days from the date of issuance of the convertible bonds, the appropriate conversion price or real value of the convertible bonds of this case should be assessed on the basis of the price of the Stland shares. Meanwhile, if there is a normal transaction example that reflects the objective exchange value, the market price or actual value of the stocks of the non-listed company, such as Stland, shall be assessed on the basis of the market price. However, if there is no such transaction example, it shall be accepted as a universal assessment

Considering the various methods of assessment, it should be determined reasonably by comprehensively taking into account the situation of the company in question, the characteristics of the business type, etc. (see Supreme Court Decision 2005Do856, Apr. 29, 2005, etc.).

Therefore, this paper first examines whether there are transactional cases, etc. to assess the price of the shares in Ireland at the time of the issuance of the instant convertible bonds, and, in the absence of such transactional cases, evaluates the actual value of the shares in Ireland, taking into account various methods of assessment generally accepted regarding the assessment of the unlisted stocks, and then examines the appropriate conversion price or actual value of the instant convertible bonds based thereon.

(2) The price of the shares in Ireland as shown in the case of transaction, etc.

Comprehensively taking account of the evidence mentioned above and the purport of evidence set forth in Gap evidence Nos. 48,52, and 54, Han-do's 6,80 shares of Han-do's 6,800 shares of Han-do's 6,500 shares in Han-do's 1 July 1, 1993 (hereinafter referred to as "Korea-U.S."), Eul, C, and C shall sell 85,00 shares each share to Samsung, Eul, and C, with 6,500 shares in Han-gu's 89,150 shares in Samsung, 150 won per share, 6,80 shares in Samsung, 80 shares in Samsung, 193, 300 shares in Samsung, 198, 196 shares in Samsung, 30, 198, 195 shares in Samsung, and 195 shares in Samsung, 30, 195 shares in Samsung, and 195 shares in Samsung.

Samsung Card Co., Ltd. (hereinafter referred to as " Samsung Card") sold 200,000 won per share of 100,000 won per share of 200,000 won per share, and 4. The assessment of the value of assets per share in accordance with the supplementary assessment criteria under the Inheritance Tax and Gift Tax Act on April 18, 1999 and based on the assessment criteria, 100,000 won per share. < Amended by Act No. 5376, Apr. 18, 199; Act No. 125, 1996; Act No. 12557, Feb. 1, 1996; Act No. 234,985 won for New Year; Act No. 5,878 won for Central Year; Act No. 5000, May 5, 190; Act No. 3283, Nov. 29, 2005; Act No. 53198, Jan. 2, 2015.

However, the following circumstances, which are acknowledged by comprehensively taking account of the aforementioned evidence and the purport of the entire pleadings in the statement No. 27-6 and No. 8, namely, ① Han-doide Chemical and Korea Oussia, etc., are to purchase new shares at the price calculated by adding interest to the purchase amount of the above shares to the above purchase amount, ② to the price calculated by dividing the above shares as KRW 85,000,000 per share, which is the amount unilaterally determined by Han-doide upon the request of Korea, a partner company, or individual, for the purpose of solving the requirements for separation of affiliation from Samsung Group (group 3%, each of whom is less than 1%), ② to purchase the shares at KRW 85,00 per share with the principal and interest of KRW 4-5% per annum, ③ to purchase the shares at KRW 90,000 per share, KRW 1000 per share and KRW 980,000 per share with the above purchase amount of Samsung C&T Construction and/or 10608,1050 per share

Not only based on the shares value of the Ireland but also on the date of the issuance of the instant convertible bonds, when two years or more have passed since the date of the issuance of the instant convertible bonds. ④ New World Department Store recorded the amount of KRW 200 million of the acquisition value of the stocks of the hotel acquired in the Republic of Korea in 1970 by dividing the amount of KRW 1,600 of the stocks issued by the hotel after the merger of the hotel in the Republic of Korea in the Republic of Korea. Japan, before March 1994, calculated the initial acquisition value of KRW 200,000,000, based on the net asset value on the financial statements provided in Ireland in the course of asset re-evaluation, and the amount shall be calculated based on the net asset value on March 1995. The central, Japanese, Japanese, Japanese, and Japanese, and the book value of the Samsung Cultural Foundation all of which was first acquired by the shareholders of the said corporation in the Republic of Korea in the 1960s or in the 1970s.

12. 31. Market value of the relevant company’s shares can be assessed based on an objective method of appraisal of the value of the relevant company’s shares, i.e., profit-making shares, 271, 983, and 364, the aggregate of 800 shares acquired from the above merger, 276, 500, and 364 won ( = 271,983, 360, 500, and 197 shares) can not be assessed based on an objective method of appraisal of the value of the relevant company’s shares, i.e., profit-making shares, based on the method of appraisal of the company’s shares, which is less than the market value based on the current market value of the company’s shares, because of the fact that there is no such an objective method of appraisal of the value of the company’s shares, i.e., profit-making shares, which can be assessed based on the market value of the company’s shares at the time of issuance of the shares.

Meanwhile, the method of appraisal of non-listed stocks required under the corporate accounting standards is governed by the Asset Value Evaluation Act. The Inheritance Tax Act (amended by Act No. 5193 of Dec. 30, 1996) and its Enforcement Decree (amended by the Enforcement Decree of the Inheritance Tax and Gift Tax Act No. 12193 of Dec. 31, 1996) at the time of the issuance of the convertible bonds at the time of the issuance of the instant convertible bonds, the transaction price is, in principle, applied at the time of the imposition of inheritance tax and gift tax, and the simple average value of asset value and profit value at the time of the issuance of the instant convertible bonds. (C) As seen earlier, the stock price indicated in the case prior to the issuance of the instant convertible bonds at the time of the issuance of the instant convertible bonds cannot be deemed as ordinary stock transaction, nor can it be deemed as having reflected the objective value of exchange at the time of the issuance of the instant convertible bonds at the time of the issuance of the instant bonds at the time of the issuance of the gift bonds at the time of the instant bonds.

It is inappropriate to assess the value of the shares in Ireland, a nonprofit corporation.

따라서 이 사건에서 에버랜드 주식의 가치평가는 비상장 주식의 가치평가에 관하여 보편적으로 인정되는 평가방법에 의하되, 당시 에버랜드의 상황이나 업종의 특성 등을 종합적으로 고려하여 판단하여야 할 것인데, ① 특수관계자가 아닌 자 사이에서 에버랜드 주식에 관한 정상적인 거래사례가 없고, 에버랜드와 유사한 비교대상 기업을 선정하기도 어려워 시장가치법이나 상대가치법으로 에버랜드 주식 가치를 평가하기 곤란한 점, ② 을 제13, 23호증의 각 기재에 의하면, L회계법인은 이 사건 전환사채 발행과 관련한 M. N에 대한 특정경제범죄가중처벌등에관한법률위반 ( 배임 ) 형사사건에서 에 버랜드의 의뢰에 따라 수익가치법의 하나인 현금흐름할인법에 따라 에버랜드의 주식가치를 평가한 결과, 이 사건 전환사채 발행 당시 에버랜드의 적정주가는 추정치 기준으로 5, 446원, 실적치 기준으로 10, 412원으로 평가된다는 평가보고서를 제출하였고, 서울대학교 경영대학 교수인 이는 소득접근법 ( 수익가치법 ) 에 입각한 평가방법 중 현금흐름 할인모형, 초과이익 모형 및 초과영업이익모형에 따라 이 사건 전환사채 발행 당시 에 버랜드 주식의 1주당 가격을 평가한 결과, 초과이익모형을 이용한 에버랜드의 1주당 주식가치는 63, 260원, 초과영업이익 모형을 이용한 에버랜드의 1주당 주식가치는 29, 728원, 현금흐름할인 모형을 이용한 에버랜드의 1주당 주식가치는 67, 386 원이라는 의견을 제출한 사실을 알 수 있는바, 이와 같이 L회계법인과 이 교수 모두 현금흐름할 인법에 따라 에버랜드의 주식 가치를 평가하였음에도, L회계법인은 그 주식가치를 5, 446원, 이 교수는 67, 386원으로 각 평가함으로써 그 평가주체에 따라 평가액이 10배 이상 차이가 나고, 초과이익 모형이나 초과영업이익 모형 모두 에버랜드로부터 기대되는 미래수익의 현재가치를 평가하여 에버랜드의 주식 가치를 평가한 것임에도 그 모형에 따라 그 평가액이 2배 이상 차이가 나 그 객관성을 신뢰하기 어려운 점. ③ 에버랜드는 1996. 12. 31. 기준 대차대조표상으로 자산총계 838, 764, 606, 166원 중 고정자산이 638, 944, 535, 571원을 차지하여 자산 대부분이 토지. 구축물, 기계장치, 건물 등의 유형 자산으로 구성되어 있는데, 구축물, 기계장치, 건물 등 자산의 가액은 취득원가에서 감가상각을 한 액수이어서 시가에 가까운 금액이라고 볼 여지가 있으나 토지 가액은 시가에 미달하는 것으로 보이는 점 ( 갑 제11호증, 을 제29호증에 의하여 인정되는 다음과 같은 사정, 즉 1996. 12. 당시 에버랜드 재무제표에 기재되어 있었던 부동산의 가액은 1991. 1. 1. 기준으로 하여 실시된 자산재평가에 따른 재평가액, 즉 1991. 1. 1. 을 기준으로 한 시가를 반영한 가액인데, 그 후 에버랜드가 1998. 7. 1. 기준의 자산재평가 결과. 그 재평가차익이 약 1, 242억 원이었던 점 등 에 비추어 보면, 1996. 12. 당시 장부상의 자산가액은 시가에 미달하였던 것으로 보인다. 에버랜드는 기업비밀에 속하는 사항이라는 이유로 1996년 당신의 부동산내역 및 공시지가의 공개를 거부하였다 ), ④ 에버랜드는 1963. 12. 23. 경 설립된 이후 관광객 이용 시설업, 조경업, 유통업 등을 영위하여 왔는데, 1990년대에 들어서서 세계적인 수준의 테마파크로 도약하기 위한 계획을 세우고 노후화된 시설의 개 · 보수 및 캐리비안베이 등의 신규시설 건설을 위하여 대규모의 투자 ( 특히 1995년 약 1, 501억 원, 1996년 약 2, 868억 원, 1997년 약 1, 327억원의 자금을 조달하여 집중적인 투자를 하였다 ) 를 함에 따라 1995년 경부터 1997년 경까지 매출액과 영업이익의 증가에도 불구하고 위와 같은 시설투자에 따른 금융비용 부담의 증가로 적자를 기록하였으나. 대규모의 투자를 통하여 테마파크가 조성되면 수익성이 상당 정도 호전될 것으로 전망되었고, 실제로 1998년 이후부터 당기순이익이 점차 증가하여 2000년경에는 약 432억 원의 당기순이익을 얻은 점 ( 1989년부터 2000년 까지의 에버랜드의 매출액, 영업이익, 당기순이익, 이자비용의 변동 추이는 별지 2 기재와 같은바, 1993년경 일시적으로 매출액, 영업이익이 감소한 외에는 지속적으로 매출액, 영업이익이 증가하였고, 1995년 부터 1997년까지 일시적으로 적자를 기록한 외에는 매년 흑자를 기록하였음을 알 수 있다 ). ⑤ 소득접근법 ( 수익 가치법에 의할 경우 소급하여 3개년 정도의 재무제표에 나타난 매출액, 영업이익, 관리비용, 영업외손익, 순이자 비용 등을 적용하여 장래의 추정 손익계산서를 작성한 후 예상되는 초과이익, 초과영 업이익 또는 현금흐름을 가지고 주식의 현재가치를 산출하게 되는데, 앞에서 본 바와 같이 에버랜드는 1995년경부터 신규시설 건설을 위하여 대규모 투자를 하여 관리비용 및 금융비용의 증가로 일시적인 적자 상태를 보인 것이고 향후 시설이 완공될 경우 매출액의 급격한 증가가 예상되고 있었으므로, 이러한 사정을 반영하지 아니한 채 1993년 부터 1995년 까지 사이의 영업실적만을 가지고 향후의 영업이익 등을 산출하는 것은 에버랜드의 주식가치를 적절하게 평가한 것이라고 보기 어려운 점이 교수 역시 1994년 말부터 대규모 신규투자가 이루어진 사실을 인정하면서도 1993년 부터 1995년 까지의 매출액 증가율의 단순평균 수치를 향후의 매출액 성장률로 예측, 사용하였다 ) 등을 종합하면, 이 사건 전환사채 발행 당시 에버랜드 주식의 가치는 원고들이 주장하는, 전환사채 발행 ( 1996. 10. 30. ) 및 전환권 행사 ( 1996. 12. 17. ) 시점에 가까운 1996년 말 당시의 에버랜드의 장부상 가액을 기초로 산정한 주당 순자산가액에 따라 평가함이 상당하다고 판단된 다 ( 대법원 2005. 10. 28. 선고 2003다69638 판결 등 참조 ) .

Therefore, comprehensively taking account of the health care of the net asset value per share on the account books of Ireland at the time of issuance of the instant convertible bonds, Gap evidence Nos. 10, 16, Eul evidence No. 11-7 and the overall purport of pleadings as to the net asset value per share, Gap evidence No. 10, 166, Eul evidence No. 11-7, respectively, at the time of issuance of the instant convertible bonds, the total asset value of which on the financial statements of Ireland was 838,764, 606, 166, 166, 166, 166, and 166, and 166, and the total asset value of the instant bonds at the time of issuance of the instant convertible bonds, the total asset value of which is 680,592, 80, 678, 208, 208, 208, 208, 308, 278, 208, 300

Ultimately, at the time of issuance of the instant convertible bonds, the value per share of the shares in Ireland 223,659 won

As such, 7,700 won, which is the conversion price of the convertible bonds of this case, shall not exceed 4% of the actual value of the convertible bonds of this case, and shall be deemed to have been issued at a very low price.

C. Whether there was a violation of the Defendants’ duties (1) Recognizing that there was an act in violation of the Defendants’ duties (A) situation in Ireland at the time of issuance of the instant convertible bonds

Around December 23, 1963, Aberland was established and engaged in businesses, such as facility business, landscaping business, and distribution business, and made a large-scale investment for the construction of new facilities, such as the opening, repair, and glar, in the 1990s, after which it was established a plan to tamp down at a global level. In particular, around 150 billion won in 1995, approximately 286.8 billion won in 196, approximately 132.7 billion won in 197. The above investment funds were continuously raised through the long-term loans from financial institutions, short-term loans, and issuance of the company, etc. This led to a large-scale investment of approximately 2 years in the 197 billion won in 196.4 billion won in 196.3 billion won in 196.4 billion won in 196.7 billion won in 196.

However, as of the end of 196, at the time of the issuance of the instant convertible bonds, Liber has reached an amount equivalent to KRW 8,38.7 billion in total assets, and KRW 1,58.1 billion in total capital. As of December 31, 1996, based on the financial statements, Korea Enterprise Assessment Corporation maintained credit rating A3 with respect to commercial papers + adequate credit rating to be evaluated A3 from the Korea Credit Assessment Corporation. The interest rate of KRW 30 billion from November 98, 1995, which is the general market interest rate of KRW 12.65% from the 1995, at the time of the issuance of the instant convertible bonds, 30 billion in total and KRW 50 billion in total, and KRW 1000 in total from the financial institution on June 12, 1996 to the short-term financing of KRW 100,000 in total and KRW 106 in total from the financial institution on June 16, 199.

Around May 196, Ausgland predicted the balance of funds for a period of one year from the subsidiaries. Around October 1996, the Company borrowed money of KRW 51.8 billion from the subsidiaries around 1996, and KRW 25.7 billion from November 1, 1996, each of the short-term loans of KRW 1 billion against banks and KRW 23 billion from each of the obligations against banks. However, Ausgland’s short-term loans around 1,96, around May 1996, planned to issue the instant convertible bonds at approximately KRW 1,92.6 billion around 1,96, around 1996, around 1, 1996, around 2, 179 billion from November 1, 1996, around 2, 37 billion from November 196, 197; however, on around 5, 196, the total amount of the short-term loans decreased by 5.6% around 196.5.

Aberland has not raised funds by the method of the issuance of convertible bonds before and after the issuance of the instant convertible bonds, and has established and implemented a financing plan in advance as a monthly, quarterly, and annual unit with respect to necessary funds. The instant convertible bonds did not have been issued entirely even in the aforementioned prior financing plan and the “financial plan for October” prepared around September 25, 1996.

On October 196, N, working as the managing director and the head of the management support office of the Ireland, had increased loans in approximately KRW 320 billion as a large-scale fund required for the improvement of facilities worn down in the Ireland. Of them, approximately 77% of the loans is short-term loans, and it is urgent to secure low-term stabilization funds, and it is necessary to expand less capital ( KRW 3.53 billion), compared to the size of the Ireland, to devise a financing plan to the business management team.

Accordingly, the Aberland business management team shall investigate and analyze the current state of market interest at the time of N, future prospects for the issuance of convertible bonds, the actual situation of the domestic company's issuance of convertible bonds, etc. based on this analysis, and based on the comparison of capital increase, issuance of corporate bonds, and the short point of the issuance of convertible bonds, the issuance of convertible bonds may result in a change in the shareholder composition, but it shall be promoted through consultation with the existing shareholders, but the issuance size of convertible bonds shall be approximately 10 billion, and the issuance size of convertible bonds shall be an amount of KRW 6.466 billion after conversion shall be an amount of KRW 64 billion for the convenience of the management of capital when compared with the conversion, and in this case, the conversion price shall be KRW 70,00, and the issuance quantity shall be deemed to be appropriate for KRW 1,292,80 (other than that, the evaluation of the appropriate value of convertible bonds or the stock value shall not be conducted).

However, according to the articles of incorporation of the Ireland, the agenda of the board of directors was stipulated to be attended by the majority of the directors and the resolution of the majority of the directors present at the time. At the time, the board of directors of the Ireland was 17 directors. However, in the minutes of the board of directors held on October 30, 1996, the minutes of the board of directors held on M (at that time, the representative director of the Berland was present at the time) and declared that 9 directors, including N.N. and P, were sexual members, were present at the meeting of the board of directors, and the resolution of the board of directors was made with the consent of all the directors present at the meeting. However, among the directors, P was not allowed to attend the above meeting because it was a foreign business trip at that time, the resolution of the board of directors was made under the condition that the resolution of the board

The above M&N et al. did not inform existing shareholders of the circumstance that they would allocate the unregistered convertible bonds to G, etc. at the same conversion price as the previous one, or seek their opinions. In addition, there was no discussion on the calculation of an appropriate conversion price on October 30, 1996, as well as on December 3 of the same year. (b) The discussion on amendment of the Inheritance Tax Act at the time of the issuance of the instant convertible bonds was discussed by the board of directors.

Since the beginning of the beginning of the 1990s, there has been a tendency that the total number of the 2nd group in Korea donated property to 2 years of age by means of law or irregular and without paying taxes. Accordingly, since January 1996, the government has made thorough taxation on the transfer of large-amount property to the 2nd group, so as to block tax-free division behavior and mitigate economic concentration by thoroughly imposing taxes on the transfer of large-amount property from January 1996.

12. The amendment of the Inheritance Tax and Gift Tax Act (amended by Act No. 5193, Apr. 30, 1996), which was implemented on Jun. 196, the public hearing was held around Aug. 2, 1996, and submitted the amendment to the National Assembly on Oct. 2, 1996. Around July 1996, the first amendment of the Inheritance Tax and Gift Tax Act (amended by the Ministry of Finance and Economy) provided for a taxation provision on constructive gift of tax evasion using convertible bonds, etc. as a way to enhance the effectiveness of taxation on high-amount property value, but the first amendment of the Act and the bill submitted to the National Assembly were not included in the revised bill, including the improvement of taxation on deemed donation of donated stocks, the effectiveness of taxation on subsequent stocks of a public-service corporation, the succession/taxation of inheritance/taxation, and the amendment of the Act that was submitted through the deliberation of the National Assembly on the amendment of the Act, and the provisions on taxation on the amendment of the Act including the forfeited economic benefits, etc.

(C) Roles of Samsung Group’s office at the time of issuance of the instant convertible bonds

From December 1, 1987 to the time of issuance of the instant convertible bonds, Defendant D served as the president of Samsung Group, a large business group. At the time of the issuance of the instant convertible bonds, Samsung Group is a structure in which Defendant D exercises management control over all affiliates through mutual investments and circular investments among the affiliates and major affiliates of Defendant D at the time.

The Samsung Group Commentary Office shall direct, delegate, or delegate the direction, delegation, or comprehensive delegation by the Chairperson as a support organization to exercise management control over each affiliate company by the Chairperson as a whole.

In general, Defendant D and its families are in charge of planning and coordination for each affiliate company, and they also take charge of personal property management of the affiliate company. The tasks of monitoring and supervising the issuance of capital increase, convertible bonds, bonds with warrants, etc., which may cause changes in the governance structure of the affiliate company itself or corporate governance between the affiliate company and the other affiliate company in the relationship of circular investment, were important tasks of monitoring and supervising the issuance of bonds with warrants, etc., and these tasks were determined after consultation with the office of the office of the management support for each affiliate company.

In particular, even if the issuance plan, etc. of convertible bonds is not to have an impact on the existing corporate governance structure, it shall be reported at the issuing affiliate to the non-office financial team, and the plan that may change the ratio of shares must undergo consultation with the non-office. The issuance of the convertible bonds of this case is a close consultation between the officers of the Samsung Group non-office (including the chairperson) and the executives of the Burland. Defendant D, who was at the time before October 30, 1996, on which the resolution of the issuance of the convertible bonds of this case was adopted by the board of directors of the Surland, was submitted from 00, the non-office financial team leader, at the time of the resolution of the issuance of the convertible bonds of this case, ordered G et al. to acquire the convertible bonds and the forfeited stocks to be created at the holding ratio of his own stocks, and accordingly, the de facto financial team ordered G to acquire the forfeited bonds of this case and notify G et al. of the forfeited bonds at the 13th day prior to the holding of forfeited stocks: G.

(D) The circumstances leading up to the creation of the acquisition fund of the instant convertible bonds were as follows: (a) from October 10, 1994 to April 23, 1996, G donated KRW 6.14 billion from Defendant D and paid the gift tax; and (b) from the remainder of the funds, 121,880 shares of Samsung Group’s affiliate company (hereinafter “Swon”) and 694,720 shares of Samsung Engineering Co., Ltd. and 694 and 720 shares of Samsung Engineering Co., Ltd. were acquired; and (c) the share price increased due to the listing of the shares of the said two companies between 1 to 2 years, there was a profit margin of KRW 5.39 billion. The acquisition price of the instant convertible bonds also constituted a profit margin of KRW 5.39 billion.

11. From the 13. to the 19.m. of the same month, 60,000 shares of Es won were sold over three occasions, and 4.83,0910,00 won was withdrawn on December 3, 1996, which was a part of the amount deposited in the Kscambing Comprehensive Finance Account in one’s name.

H. I.J. On the other hand, on December 3, 1996, the subscription date of convertible bonds, 1.6 billion won from Defendant D, each of which was KRW 1.61 billion, and paid the subscription price for the said convertible bonds. In other words, H. I.J. on December 3, 1996, deposited the cashier’s checks of KRW 1.61 billion, each of which was donated by Defendant D, into each of the accounts at the point of Han Bank’s Samsung Center (H 16:4. 16: 45, J. 16: 46) on April 16, 199, and KRW 90,000,000, KRW 16:49, J. 16: 16: 49, and KRW 16:49,000,000, KRW 999,000,000,000,000, KRW 195,000.

7. Between August 9, 1996, 20,00 shares of the above SP 20,00 shares were sold to Samsung Bio-resources for KRW 212,469 to 307,00 per share and acquired KRW 6.5,620,000 per share. G also acquired KRW 6.5 billion. < Amended by Act No. 5153, Aug. 8, 1996>

12. Paid-in capital increase, 27,301 shares were acquired at KRW 5.56 billion per share of KRW 203,770 per share, and acquired at KRW 31,958 shares with no compensation on August 17 of the same year and sold the said shares at KRW 176,000 per share to Samsung Bio-resources between November 13, 199 and February 5, 1997, thereby acquiring KRW 29.36 billion per share of KRW 29.6 billion. As a result, G gains at a price of KRW 27.9 billion.

on October 22, 1994, G purchased 120,000 Won per share of SamsungNT, which was a unlisted company at the time from international engineering, and acquired 120,000 Won through new shares acquisition (5,000 won per share). In addition, G acquired 600,000 won through new shares acquisition. < Amended by Act No. 4979, Apr. 4, 1995>

25. From Defendant D’s donation of KRW 1.20 million, 1.60 billion per share was calculated as KRW 500,000 per share; KRW 224,00 per share through new shares acquisition; KRW 1.22,00 per share; KRW 68,800 per share; KRW 61,920 per share issued on March 29, 196; KRW 600 per share issued on KRW 9.7 billion; KRW 700 per share issued on December 5, 1996; KRW 700,000 per share; KRW 700,000 per share issued on KRW 9.7 billion; and KRW 700,000 per share acquired on KRW 65 billion; and KRW 708,70,000 per share; and KRW 970,000 per share sold on May 8, 1997.

4) On November 27, 1996, G acquired convertible bonds issued by the Seoul Communications Technology (one convertible price of KRW 5,000 per share) KRW 1.52 billion, and immediately thereafter, Samsung electronics was incorporated into an affiliate of Samsung Group by purchasing the entire stocks of the existing Seoul Communications Technology on December 4, 1996, and GIST was incorporated into an affiliate of the Samsung Group. < Amended by Act No. 5196, Nov. 1996>

12. 10. Demanding conversion of the above convertible bonds, thereby becoming the largest shareholder by acquiring 304,000 shares among the 600,000 shares issued in Seoul Communications Technology.

5) On December 12, 1996, G et al. accepted 886,669 shares forfeited to existing shareholders, such as Samsung C&T upon offering new shares, at KRW 5,000 per share (the remaining shares were accepted at 1: 1%).

G on March 24, 1997, the amount equivalent to KRW 45 billion out of the convertible bonds issued by Samsung Electronic Co., Ltd. was accepted.

(F) At the time of the issuance of convertible bonds, the Central Japan, which was the largest shareholder in Ireland, had been the largest shareholder in the 1990 net income, 496, 736, and 00 won, had been continuously in black during the period of 1996 after recording the black spots of 496, 736, and 190 won. In 196, the total assets amounted to KRW 659,546,200, the total assets amounted to KRW 118,607, 329,000, and the total assets amounted to KRW 118,607, 329,000, and around October 1994, it officially declared that Samsung Group was separated from Samsung Group. However, during the period of 1997, Samsung Group, an affiliate to Samsung Group, an affiliate to Samsung Group, which had been holding before the issuance of the instant convertible bonds, sold its shares to Samsung Group 1,639,1997.

On October 26, 1996, immediately before the resolution to issue the instant convertible bonds, the Central Japan issued 3 billion won non-guaranteed convertible bonds (the conversion price of KRW 5,00 per share) by the method of allocating to a third party at the time of the forfeited stocks. On November 26, 1996, 55 shareholders, including Defendant D, Japan, and Samsung C&T, except for Japan and ④, forfeited the forfeited stocks, were allocated to all of the forfeited 2.2 billion won in total to the convertible bonds. Thereafter, Q converted the said convertible bonds into the shares, thereby becoming the largest shareholder, and the shares ratio of Defendant DD decreased from 44% to 34% on October 26, 1996.

2) The 30 billion won of Samsung Heavy Co., Ltd. Co., Ltd., 196, approximately KRW 1.481 billion of capital, approximately KRW 4.5 billion of approximately KRW 983 billion of sales, and approximately KRW 80 billion of KRW 983.5 billion of KRW 1996 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 196 of KRW 3000 of KRW 196 of KRW 196 of KRW 196 of KRW 19000 of KRW 1000 of KRW 1000 of KRW 9000 of KRW 1000 of KRW 3000 of KRW 198.

(G) On March 16, 1999, after the issuance of the instant convertible bonds, Aberland’s capital increase increase with 500,000 won per share. At the time, Samsung Card and Samsung Capital acquired the shares, and most of the shareholders including G acquired the forfeited shares. The forfeited shares were acquired by Samsung Card, Samsung Capital, Samsung SDR, and Samsung Electricity.

(h) The articles of incorporation and operation regulations of the board of directors, and the articles of incorporation and operation regulations of the board of directors of the instant convertible bonds shall only be subject to a resolution of the board of directors on the investment of at least 10% of the capital, and the representative director may decide on any investment below the said provisions.

In general, the management of the company's assets was in charge of the management support office. Of the assets, the affairs of treasury stocks and investment securities issued by other companies, investment deliberation, investment adequacy determination, investment investment, etc. were managed by the financial team. On October 1996, the financial team's approval for the disposal of investment securities was comprised of the head of the finance team, the executive director (Defendant F), and the representative director (Defendant E). However, the waiver of the acceptance of the instant convertible bonds was decided through the approval of Defendant F and E.

【Evidence 5-19, Evidence No. 6, evidence No. 7-1. 2. Gap 10, 13, evidence No. 14. 16, Gap 27, 28, 37, 38, 39, 42, 43, 45, 49, and 55, evidence No. 8-1 through 3, evidence No. 11-1 through 10, evidence No. 12-1 and 2, and the purport of the whole pleadings (2)

In full view of the aforementioned facts and the following circumstances revealed in the facts as seen earlier, the issuance of the instant convertible bonds is not independently planned and implemented for the purpose of raising funds or expanding capital in Ireland, but was led by Defendant D and the office of the secretary-general in receipt of its instructions for the purpose of evading taxes, such as gift tax, through the issuance of the convertible bonds at low price from the beginning to the date of the issuance of the convertible bonds, with the aim of evading the control over the Republic of Korea to G et al., and the transfer of the control over the Republic of Korea through the issuance of the convertible bonds at low price. The waiver of the acquisition of the convertible bonds allocated to Defendant F and E was made in response to the explicit or implied instruction or request of Defendant D and B, and all the aforementioned Defendants’ acts constitute occupational breach of duty as the director of the first parent-child.

① Since, even before the issuance of the instant convertible bonds, Liber was relatively stable to raise funds for the opening and repair of the aged facilities, construction of new facilities, such as capital, etc., such as short-term loans, and issuance of corporate bonds, etc., it is not deemed that there was a need to raise funds as much as it is necessary to issue the convertible bonds that did not have been issued once after the establishment.

② If the issuance of the instant convertible bonds is based on the independent judgment made by the management of ABland, as argued by the Defendants, at least, ABland management had made minimum efforts to determine conversion price corresponding to the shares value at the time of the issuance of the instant convertible bonds without going through any evaluation process, and at a low price below 4% of the net asset value per share on the account book. It is not important to see that the issuance of the instant convertible bonds by the shareholders allocation method, and thus, it is not important to determine the issue amount of the instant convertible bonds. However, such logic is that all existing shareholders who were allocated the instant convertible bonds can acquire the instant convertible bonds. As seen earlier, prior to the resolution of the board of directors on the issuance of the instant convertible bonds, prior to the issuance of the instant convertible bonds, it was determined that Defendant D’s forfeited stocks and additional forfeited stocks will be allocated to G, and thus, if the instant convertible bonds were to be issued at low price, it can be easily anticipated that they should be transferred to the existing shareholders, such as Defendant D, etc.

③ The total number of shares issued upon the exercise of the convertible right to convertible bonds of this case is about 707, 200, 1.8 times the existing total number of outstanding shares, 707, 200, 1.8 times the previous total number of outstanding shares, 292, 800 shares, and the forfeited portion of the existing shareholders is scheduled to be allocated to a third party. Thus, the change in the existing governance structure of Berland may occur depending on whether the existing shareholders have accepted or certain shareholders have forfeited rights. In light of the status of Defendant Samsung Group and the role of Berland management as seen earlier, it is difficult to view that the company determined whether to issue the convertible bonds of this case or the conversion condition thereof based on its independent judgment.

④ At least two to three years prior to the issuance of the instant convertible bonds, G acquired the shares of the affiliate companies that were funded by Defendant D and listed, and thereafter disposed of the shares after listing the shares after the listing of the pertinent corporation, thereby accumulating the company’s profit from the market price of KRW 00 billion. As such, it also accounts for the largest shareholder by acquiring convertible bonds or shares of Samsung Group affiliates, including the instant convertible bonds, with the funds created therefrom. It cannot be deemed that the creation of the said funds and the acquisition of the shareholder status of Samsung Group’s affiliate companies constitutes a contingency arising from pure judgment on investment by the Samsung Group’s non-scriptive decision.

⑤ From among the existing shareholders to whom the instant convertible bonds were allocated, all of the shareholders (including eight corporate shareholders, including Japanese head office, and 17 individual shareholders, including Defendant D) were forfeited, except for the shares of Samsung Group. Around the same time, all of the shareholders other than the Central Japan forfeited their rights to convertible bonds issued. Each shareholder’s individual financial situation or management status differs, and each shareholder’s value is different, and each other’s forfeiture of the rights is the same. However, it is difficult to view that all of the shareholders other than Japanese head office and Grandland’s forfeiture of the rights to subscribe to the instant convertible bonds is difficult (No. 1) because of the lack of profitability for having previously distributed the instant convertible bonds, or because of the lack of funds to subscribe to the instant convertible bonds due to lack of profit for the reason of the waiver of all the subscription rights, it was difficult to view that each of the shareholders was considerably less than 3 per cent of the existing net asset value of the instant convertible bonds, even if it is difficult for them to evaluate the remaining net asset value of each of the instant convertible bonds.

(6) At the time of issuance of the instant convertible bonds, Q converted the forfeited shares into shares after Q acquired all the forfeited shares, and thereby becoming the largest shareholder of Q Q. As so argued by the Defendants, the plan to issue the instant convertible bonds was established according to the independent judgment of Burland, and whether the corporate shareholders were to acquire the convertible bonds of this case were to acquire the convertible bonds of this case without forfeiture of the rights. In a case where it is assumed that, as seen earlier, the central public notice maintained the status of the largest shareholder of Burland and Q, Q, the largest shareholder of the central public notice, can exercise de facto control over Burland, and it is difficult to view that the issuance and waiver of the instant convertible bonds, which may cause any change in corporate governance structure, and that the issuance and waiver of the instant convertible bonds and the acquisition of the corporate shareholders of the instant convertible bonds were to be entrusted to the independent decision of management shareholders of the corporation and management shareholders of the corporation.

1. In the criminal case related to the instant convertible bonds, the Y chief of the No. 1953, No. 200,000, No. 2000,000, issued the instant convertible bonds to the person in charge of the business of shareholders of the corporation, including the Central Daily, Japanese, Samsung T&T, and Japanese, sought cooperation in the acquisition of convertible bonds before the issuance of the instant convertible bonds, and the person in charge of the business of shareholders of the said corporation stated that he/she gave positive answers to the acquisition of the convertible bonds (No. 27), and the shareholders of the corporation (excluding Japan) who had given such positive answers as above, who did not appear in the U.S. Islands or Samsung Group Non-S., and instead gave up the acquisition of the convertible bonds by changing

② From January 1, 1996, the Government passed the National Assembly through the amendment of the former Inheritance Tax Act in order to thoroughly taxation on the transfer of high-amount assets to a third party without tax payment, and to block economic concentration. The amendment of the same Act, including a provision on taxation on modified donations using convertible bonds, etc. In such a case, it supports the fact that the instant convertible bonds were issued for the purpose of evading tax burden, such as gift tax, etc. (the Defendants did not include a provision on deemed donation in the legislative bill submitted by the Government as at the time of the amendment, but did not stipulate the difference between the acquisition value of the relevant convertible bonds and the issued convertible bonds by converting them into stocks, and it was difficult for the Government to actually conclude the amendment of the Inheritance Tax Act as at the time of the amendment of the Act, since there were no discussions on the amendment of the Act, including the legislative bill on deemed donation of gift tax, regardless of the purpose of acquiring forfeited bonds as at the time of the amendment of the Inheritance Tax Act.

④ It is difficult to view that the change in corporate governance structure was an incidental result due to the Defendant D and Samsung Group’s independent decision-making by the management of the management of the management of the management of the corporation in Ireland and the waiver of the acquisition of the convertible bonds, and that it was an incidental result due to the waiver of the issuance of the convertible bonds, in a complex form of investment structure that can be summarized as Eberland ? Samsung Bioland ? Samsung Industries ? Samsung Electronic Card ? Samsung Samsung Card, etc., through a series of processes, such as donation to the Defendant D, the acquisition of the shares of the affiliates in the Samsung Group before and after listing, and acquisition of the shares of the Samsung Group before listing, and acquisition of the shares in the Samsungland.

① The Defendants asserted that the interest rate of the convertible bonds of this case was lower than that of ordinary bonds and there was no investment value in the bonds. The shares of Ireland did not have been distributed once for the past 30 years, and that the subscription of the convertible bonds of this case was waived because they did not have any connection with the business of the Japanese mother, which did not constitute an act of breach of duties of directors since they conducted business judgment within the scope of statutes and the articles of incorporation. However, as seen earlier, since the conversion price of the convertible bonds of this case did not exceed 4% of the net asset value per share of Ireland, the conversion price of the convertible bonds of this case did not exceed 13.9 billion won per share, as seen in paragraph (a) below, due to dilution of the stock value, and thus, it cannot be deemed that the waiver of acquisition price of the convertible bonds of this case was within the scope of 1.4 billion won and less than 9.5 billion won per share acquisition price due to the acquisition of the existing convertible bonds of this case. In light of the financial condition of GU, 1.4.5 billion won and more, etc.

① If the instant convertible bonds asserted by the Defendants are of no value equal to the subscription price, it is difficult to explain that Defendant D had Defendant D allocate part of forfeited shares to H, etc., and then had Defendant D acquire convertible bonds until the subscription price was donated.

② When Defendant F and E, etc. renounced the acceptance of the instant convertible bonds allocated to Japan, they did not have any intent or effort to specifically assess the shares value, etc. of Ireland, which is a major indicator of the actual value of the instant convertible bonds. However, this shows that Defendant F. E did not endeavor to obtain reasonable information necessary for reasonable business judgment. Meanwhile, the materials suggesting that the decision-making on the issuance, acquisition, and waiver of shares, convertible bonds, or preemptive rights that may cause a change of controlling shareholders was made in the office of the Samsung Group rather than an affiliate of the Samsung Group.

C. Sub-committee

Where any director of a stock company commits an act in violation of Acts and subordinate statutes or articles of incorporation or neglects his duties, he shall be jointly and severally liable for damages to the company.

According to the above, the defendant D, a director of the Japanese mother job, issued the convertible bonds at a low price with the aim of evading taxes, such as gift tax, through the office of the Samsung Group's office, etc. for the purpose of transferring the right to control over Ausland, and the defendant F, E, and E, a director of the Japanese mother job, renounced the acceptance of the convertible bonds in response to the above defendant D and the defendant F, and the defendant F, and E, a director of the Samsung Group's office, given instructions, given up the acceptance of the convertible bonds in response to the above defendant D and the defendant F, and the defendant F, and E, a director of the Japanese mother job, given the exercise of the right to convert G, etc.

Since the Defendants’ acts were occupational breach of trust against the Japanese mother and constitute a violation of the laws and subordinate statutes, the Defendants are jointly and severally liable to compensate for the damages caused by the decline in the value of the shares in the Ireland.

4. Scope of liability for damages

A. Calculation of damages

The Defendants’ breach of their duties can be deemed as dilution with the value of the shares held prior to the issuance of the instant convertible bonds. Therefore, in order to determine the scope of damages incurred prior to the issuance of the instant convertible bonds, the value of the shares in Burland and the value of the shares in Burland after the issuance of the instant convertible bonds is 23,659 won per share prior to the issuance of the instant convertible bonds. Meanwhile, the net assets in Burland at the time of the conversion of all of the instant convertible bonds into shares after the issuance of the instant convertible bonds were 168,126,362,48 won (=158,171,802,48 won +7,708 won +70,700 won prior to the issuance of the instant convertible bonds and the value of the shares in Burland at the time of the issuance of the instant convertible bonds were 23,659 won per share.

In conclusion, damages caused by Japanese mother's occupation are 13,959,60,00 won calculated by multiplying the difference between 223,659 won prior to the issuance of convertible bonds and 139,596 won (=223,659 won - 84,063 won) by the number of shares held prior to the issuance of the instant convertible bonds (100,000 won = 13,959,60,600 won by the number of shares held prior to the issuance of the instant convertible bonds (139,596 Wonx 100,000).

C. (1) In a case where a director is liable to compensate the company for damages by committing an act in violation of Acts and subordinate statutes or the articles of incorporation or neglecting his duties, the scope of compensation for damages may be limited in light of the principle of fair compensation for damages, taking into account the following: (a) the content and nature of the pertinent business; (b) the background of the pertinent director’s breach of duties and the manner of the pertinent director’s breach of duties; (c) the degree or degree of involvement in the occurrence and expansion of damages to the company; (d) the degree of ordinary director’s contribution to the company; (e) the pertinent director’s profit from such a violation; and (e) the existence of a company’s failure to establish a risk management system (see Supreme Court Decision 2002Da60467, 60474, Dec. 10, 2004).

Then, in relation to Defendant F. E, the waiver of the acceptance of the instant convertible bonds was made under the direction of Defendant F.C., and was made under the direction of Defendant F.C., not the waiver of the acceptance of the convertible bonds for personal interests. Considering the relationship between Defendant F. E and the Defendants, among the affiliates of the Group, who are in the position of officer of the Japanese E., one of the affiliates of the Group, and the Defendant D, it is reasonable to limit the liability for damages caused by the Defendants’ breach of duty. Considering the above circumstances and all the circumstances shown in the argument of this case, it is reasonable to limit the Defendants’ liability for damages to 10% of the total amount of damages.

C. Sub-committee

Therefore, Defendant D is liable for damages to Defendant D’s 13,049, 785, 316 (the damages to the mother of Japan are KRW 13,95, 60,00, or the Plaintiffs seek payment of KRW 13,796, 700, or 00 among them. Defendant D is liable for payment of KRW 13,796, 700, or delay damages to Defendant D’s 13,796, 700, or 700, as the Plaintiffs seek reimbursement from the first instance court’s judgment against Defendant D’s 13,049, 785, 3160, or 309, or 960, or 960, or 96, or 196, or 50,000, or 9,000, or 16,000, or 9,000, or 16,00,000 won.

3. Although claiming for the payment of damages for delay from the beginning, since the directors' liability for damages against the company under Article 399 of the Commercial Act constitutes a debt for which the due date has not been specified, the Defendants are liable for delay from the time when they received a claim for performance from the Plaintiffs. Since there is no evidence to prove that the Plaintiffs requested the performance against the Defendants prior to the delivery date of the copy of the complaint of this case, the above damages for delay is liable to pay the above damages from the day after the delivery date of the copy of the complaint

5. Conclusion

Therefore, the plaintiffs' claims against the defendants shall be accepted within the scope of the above recognition, and all of the remaining claims shall be dismissed without merit. Since the part of the judgment of the court of first instance against the defendants ordering payment in excess of the above cited money is unfair, the plaintiffs' claims corresponding to the revoked part shall be dismissed, and the remaining appeal by the defendants shall be dismissed as it is without merit. It is so decided as per Disposition.

Judges Kim Tae-tae

Judges, the Senior Judge;

A person shall be appointed.