[2] Whether a director's offering of a bribe with a company's funds constitutes "act in violation of the laws and regulations under Article 399 of the Commercial Act" (affirmative)

[3] The evaluation method of unlisted stocks, and the contents of the duty of good-faith to be borne by the director on the determination of the trading price in selling unlisted stocks owned by the company

[4] The case holding that since the director's act of selling the unlisted stocks held by the company and assessed the value of the stocks based on only the Enforcement Decree of the Inheritance Tax Act, which was enforced at the time without properly examining the profit and loss of the company due to the sale, and thereby determining the transaction price at a significantly lower price than the reasonable price, the company's act constitutes an illegal act for which the liability of the company cannot be cancelled pursuant to Article 450 of the Commercial Act

[5] Requirements for offsetting profit and loss in calculating the amount of damages

[6] In a case where a director's liability for damages is recognized, whether the amount of damages can be limited by taking into account all the circumstances such as the circumstances surrounding the director's breach of duty (affirmative)

[2] Since a company should not be a means to commit a crime under the Criminal Code in its business activities, the Criminal Code prohibiting a bribe must be observed by the company in its business activities, and if a director offered a bribe as a company fund while carrying out its business activities, it constitutes an act in violation of the laws and regulations stipulated in Article 399 of the Commercial Code, and is liable to compensate for damages equivalent to the amount of the bribe suffered by the company.

[3] When a company sells assets owned by it, the transaction price should be determined in such a way as to maximize the disposal profit or stimulate the disposal loss. Thus, in the case of selling unlisted stocks, where there is a normal example of transaction that properly reflects the objective exchange value in the sale price, the price of stocks should be evaluated in light of the market price. However, in the absence of such transaction cases, the reasonable transaction price should be determined by considering the objective exchange value considering the characteristics of the transaction in question based on the price generally accepted method (net asset value method, profit value method, similar type of business comparison method, etc.). Thus, the director in charge of the business of selling unlisted stocks owned by the company has reasonable information to derive appropriate transaction value in the transaction in question, such as the purpose of the transaction in question, the situation of the unlisted corporation at the time of the transaction in question, the characteristics of the business in question, and the result of the appraisal of the stock price which are generally accepted by the method of appraisal. If such transaction value is considerably unreasonable even if considering the special nature of the transaction in question, the company's duty of due care can be deemed as a good manager.

[4] The case holding that since the director's act of selling the unlisted stocks held by the company and assessed the value of stocks based on only the Enforcement Decree of the Inheritance Tax Act, which was enforced at the time without properly examining the profit and loss of the company due to the sale, and thereby making a decision on the transaction value at a significantly lower price than the reasonable price, it constitutes an illegal act for which the liability of the company cannot be cancelled pursuant to Article 450 of the Commercial Act

[5] In calculating the amount of damages, in order to allow the offsetting of profits and losses, the victim obtained new benefits due to the act that caused the damages liability, and there is a proximate causal relation between the act and the act that caused the profit and the damage liability.

[6] In a case where a director acts in violation of Acts and subordinate statutes or the articles of incorporation or neglects his duties and thereby is liable for damages to the company, the scope of damages can be limited in light of the ideology of the fair compensation system, such as the content and nature of the pertinent business, the background leading up to the pertinent director's breach of duties and the manner of the pertinent director's violation of duties, objective circumstances or degree involved in the occurrence and expansion of damages to the company, contribution by ordinary director to the company, the pertinent director's benefits from the violation, existence of the pertinent director's benefits from the violation, defects in the corporate organization, and establishment

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

Article 399 of the Commercial Act provides that a director shall be liable for damages to a company when he/she commits an act in violation of the law. Thus, an act in violation of the law, which provides for a director's duty to comply with when he/she performs his/her duty as a director, constitutes a violation of the provisions of the Commercial Act, and the provisions of the Commercial Act, which provide for a director's duty to comply when he/she performs his/her duty as a director. When a director performs his/her duty in violation of the above law, the act in itself constitutes a default on the company, and thus the company is not exempted from liability for damages unless there are special circumstances. With respect to an act in violation of the above law, the business judgment rule that can be applied to a case where a director is liable for damages due to his/her failure to perform his/her duty by violating the duty of care when he/she performs his/her duty (see Supreme Court Decision 2004Da34929, Jul. 15,

Since a company should not be a means to commit a crime in the course of corporate activities, the Criminal Code prohibiting the offering of a bribe must be observed by the company in the course of its corporate activities, and if a director offered a bribe as a company's fund in the course of its business activities, it constitutes an act in violation of the laws and regulations stipulated in Article 399 of the Commercial Code, and is liable to compensate for damages equivalent to the amount of the bribe suffered by the company.

In light of the above legal principles and records, the court below acknowledged facts as stated in its judgment, and judged that Defendant 1, a director of Samsung Electronic Co., Ltd. (hereinafter referred to as " Samsung Electronic Co., Ltd.") withdrawn funds from Samsung Electronic Co., Ltd. and offered a bribe to the old-age who was the president at the time, thereby causing damage to Samsung Electric Co., Ltd., is just and there is no error of law by misconception of facts against the rules of evidence or by misunderstanding of legal principles as to Article 399 of the Commercial Act and the business judgment rule.

2. As to the grounds of appeal by Defendant 2, 3, 4, 5, and 6

A. As to the assertion of misapprehension of the legal principles as to the liability for damages due to the misconception of facts against the rules of evidence as to the negligence of duties of the above defendants (hereinafter "defendant 2, etc.") in the sale of Samsung General Chemical Stocks and the neglect of duties of directors

When a company sells assets owned by it, the transaction price should be determined in a way that maximizes the disposal profit or stimulates disposal loss, so where there is a normal transaction example that reflects the objective exchange value in the case of selling unlisted stocks, the price of stocks should be evaluated by considering the market price. However, where there is no such transaction example, the reasonable transaction price reflecting objective exchange value considering the characteristics of the relevant transaction based on the price generally accepted method (net asset value method, profit-value method, similar type of business comparison method, etc.). If a director in charge of the business of selling unlisted stocks owned by the company has reasonable information to derive appropriate transaction value in the relevant transaction, such as the purpose of the transaction, situation of the relevant unlisted corporation at the time of the transaction, characteristics of the relevant business, and the result of the appraisal of the price generally accepted method, and if such transaction value is reasonable to the extent that it is reasonable to objectively unreasonable even if considering the special characteristics of the relevant transaction, he/she shall be deemed a good manager's duty of care. However, if the company has suffered a loss more than the reasonable price due to such lack of reasonableness and reasonableness, the company's liability for compensation.

According to the records, the above Samsung 2's shares of Samsung 1 Co., Ltd. (hereinafter " Samsung 2"), which were held by Samsung 2,00 won for Samsung 2's 2,600 won per share, shall be the subject of 20 million won more than 40% of the total issued and outstanding shares of Samsung 2, and even if the book value reaches 200 billion won (2.2% of the total issued and outstanding shares), it shall not be deemed that the representative director or director of Samsung 2, etc. of Samsung 2 would not seek advice from experts on appropriate sale method or transaction value, and it shall not be deemed that the value of Samsung 2,755,567 shares, which were assessed by the Enforcement Decree of the Inheritance Tax and Gift Tax Act at the time, would be less than 1/40 of the total value of Samsung 2,000 won, and it shall not be considered that there was no reasonable difference between the total value of Samsung 1's shares and the total value of Samsung 25% of the total value of the shares.

The judgment below to the same purport is just, and there is no error in the misapprehension of legal principles as to liability for damages due to misconception of facts against the rules of evidence as to the neglect of duties by Defendant 2, etc. asserted in the grounds of appeal.

B. As to the assertion of misconception of facts and misapprehension of legal principles due to the violation of the rules of evidence concerning the evaluation method of unlisted

In the case of the trading of unlisted stocks, if there is a normal transaction example that properly reflects the objective exchange value of the unlisted stocks, the value shall be assessed by considering the transaction value at the market price. However, if there is no such transaction example, the proper trading price of stocks shall be calculated by comprehensively taking into account all the circumstances such as the purpose of the transaction in question, the situation of the unlisted corporation at the time of the transaction, and the characteristics of the business in question.

According to the records, Samsung Aggregate Chemical value [the total value of assets - total value of 5,73 won per stock] - 404 won per stock - 9 of net asset value (the total value of net profit / total value of issued stocks) calculated on the basis of the 9th 9th 194 - 9th 9th 9th 723 won per stock, the net asset value of the building calculated on the basis of the 9th 9th 9th 9th 9th 9th 9th 6th 6th 6th 96th 6th 96th 6th 96th 6th 96th 6th 6th 6th 66th 6th 66th 6th 66th 6th 6th 66th 6th 96th 6th 6th 96th 96th 96th 199 6th 96th 14th 97th 1994

In full view of the facts admitted by the court below and the above circumstances, the court below's decision that calculated the adequate transaction value based on the result of calculating the net asset value per share of the transaction of this case for control stocks of Samsung General Chemical, is just and acceptable, and there is no error of law such as misunderstanding of facts against the rules of evidence and misunderstanding of legal principles as to the evaluation methods of unlisted stocks, etc.

C. As to the misapprehension of the legal principles as to improper acts under Article 450 of the Commercial Act, and the misapprehension of facts due to the violation of the rules of evidence concerning the neglect of duties due to gross negligence

According to the records, it is based on the Enforcement Decree of the Inheritance Tax Act, which was enforced at the time of the instant transaction. However, the above value is based on 1/2 of the net asset value per share calculated by the Enforcement Decree of the Inheritance Tax Act, which was enforced at the time of the instant transaction. If it was no longer than a few months before the date of the instant transaction, the value per share of the Samsung General Chemical Shares could have been assessed as an amount equal to the above value. Thus, in light of the above circumstances, the so-called-called "Tru" and the transaction cases of Samsung Total Chemical, and the net asset value per share in the balance sheet of Samsung General Chemical, it can be easily known that it would be remarkably low that the sales price of Samsung General Chemical Shares is 2,600 won per share. However, the evaluation of the value of the shares based on only the Enforcement Decree of the Inheritance Tax Act, which was enforced at the time of the instant transaction, and the act of Defendant 2, etc., by evaluating the value of the shares to the Samsung Group, shall not be held liable for damages between the directors or its affiliates.

The judgment of the court below to the same purport is just, and there is no error in the misapprehension of facts against the rules of evidence and the misapprehension of legal principles as to the cancellation of liability under Article 450 of the Commercial Act

D. As to the assertion of misapprehension of the legal principle as to offsetting profits and losses for the reduction of corporate tax

In calculating the amount of damages, in order for offsetting profits and losses to be allowed, there should be a proximate causal relationship between the victim's new profits and the act which is the cause of the damage compensation liability, and the act which is the cause of the damage compensation liability. Even if the Samsung Industries reduced corporate tax by selling Samsung General Chemical Stocks at low prices, this would result in the tax authority's failure to impose corporate tax, and thus, it cannot be said that there is a direct causal relationship between the act of breach of duty by Defendant 2, etc. and the act of breach of duty by the above Defendants, and thus, the court below's rejection of the request for deduction by the above Defendants is just and there is no illegality in the misapprehension of legal principles as to

3. As to the dismissal against Defendant 2, 3, 4, 5, and 6 of the plaintiffs

In a case where a director is liable for compensating 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 such damages may be limited in light of the ideology of the fair compensation system, taking into account all the circumstances such as the contents and nature of the pertinent business, the background leading up to the pertinent director's breach of duties and the manner of the pertinent director's violation of duties, the occurrence and expansion of the company's damages, the objective circumstance or degree involved in the ordinary director's occurrence and expansion of damages, the pertinent director's contribution to the company, the pertinent director's benefits accrued from the violation, the existence of the pertinent director's benefits accrued from the violation, the existence of the company's organizational structure, and the establishment of the risk management system (see Supreme Court Decision 20

In light of the above legal principles and records, the court below is just and acceptable to take measures to limit the defendants' liability for damages, and there is no error of law such as misunderstanding of legal principles as to the limitation of directors' liability for damages.

4. As to the dismissal against Defendant 3, 4, 5, and 6 by the plaintiffs

If a director collected information necessary for the acquisition of the company's assets to a reasonable extent or determining the transaction value, and sufficiently reviewed the company's interests, he/she shall be deemed to have fulfilled the duty of due care of a good manager for the company.

In light of the above legal principles and records, the lower court’s rejection of the Plaintiffs’ claim that Samsung Electronic Directors are liable for damages with respect to the fact-finding of the lower court and the decision to acquire the shares of YY, is justifiable. In so doing, it did not err by misapprehending the legal principles as to mistake of facts and business judgment

5. Conclusion

Therefore, all appeals by the Defendants and the incidental appeals by the Plaintiffs are dismissed. The costs of appeal by the Defendants are assessed against the Defendants. The costs of appeal by the Defendants are assessed against the Plaintiffs. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Park Jae-sik (Presiding Justice)