Donation for allocation, etc. of real rights under Article 31-4 of the Enforcement Decree of the Inheritance Tax and Gift Tax Act

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

A. The ○○○○○○ (the head office address: ○○○○○○○, ○○○○○○, and ○○○○○○○-○○, hereinafter referred to as “○○○○”) was a company established to engage in food manufacturing, processing, sales, and trade business. The ○○○○○○ (the head office address: ○○○○○-○○○○, ○○-○, ○○-○, and ○○○○, on April 5, 2006; hereinafter referred to as “○○○○○”) was divided into ○○○○○○, ○○○-○, ○○-○, and ○○○○, ○○○, and ○○○○, ○○, ○○-○, and ○○○○, 5% shares of the Plaintiff on April 25, 200; 1.6% shares of the Plaintiff, ○○○, and the ○○○○○’s 2.

B. On June 20, 200, ○○○○○○○○○○ Fund (hereinafter referred to as “○○○ Fund”) with a total of 20,000 shares issued, issued 3,375 shares based on the equal ratio among shareholders. At the time, the Plaintiffs and ○○ Private Teaching Institutes (Plaintiffs, 2,034 shares, 628 shares, 458 shares, 84 shares, 171 shares, hereinafter referred to as “instant forfeited shares”) renounced all of the preemptive rights to the said 3,375 shares (Plaintiffs, 2,034 shares, 628 shares, 458 shares, 458 shares, 171 shares, and hereinafter referred to as “instant forfeited shares”). The forfeited shares (hereinafter referred to as “○○○○ Fund”). The Plaintiffs and ○○ Private Teaching Institutes accepted all of the forfeited shares of this case to KRW 400,00 per share, 1,300,300 won (hereinafter referred to as “X”).

C. After the issuance of new shares by ○○○○○○○○, the value per share was KRW 227,908,000, which was assessed according to the supplementary assessment methods stipulated by the Enforcement Decree of the Inheritance Tax and Gift Tax Act

D. The Defendants deemed that ○○○○ Fund’s acceptance of forfeited stocks at a high price upon ○○○○○’s similar capital increase was an acquisition of forfeited stocks of this case by ○○○ Fund, which is in the position of the Plaintiffs and specially related persons, and thereby, the Plaintiffs were benefiting therefrom. In accordance with Article 42(2) of the Inheritance Tax and Gift Tax Act (amended by Act No. 6301 of Dec. 29, 2000; hereinafter “Act”), Article 31-4(1)1 of the Enforcement Decree of the Act (amended by Presidential Decree No. 17039 of Dec. 29, 200; hereinafter “Enforcement Decree of the Act”), the Defendants deemed that ○○ Fund’s acquisition of forfeited stocks at a high price, and that ○○○ Fund’s acquisition of forfeited stocks at KRW 400,00 per share and KRW 227,908 per share, and thus, ○○○ Fund’s imposition of gift tax at KRW 308370,707.707.7

Year

Amount deemed as donation;

Amount of gift tax

○○ Head of tax office

○ ○

June 15, 2005

200

Reversion

312,581,369 [2,034X (40,000-227,908) X89.3%];

73,522,780

○ Head of tax office

Ma-○

June 15, 2005

200

Reversion

96,509,882 [628X (40,000- 227,908) X89.3%]

13,511,380

○ Head of tax office

○ ○

June 15, 2005

200

Reversion

70,384,595 [458X (40,000- 227,908) X89.3%]

9,853,840

○ Head of tax office

○ ○

June 15, 2005

200

Reversion

12,908,965 [84X (40,000- 227,908) X89.3%)

1,807,250

E. On July 3, 2005, the Plaintiffs were dissatisfied therewith and filed an appeal with the International Tribunal for adjudication on July 30, 2005, but was dismissed on June 30, 2006.

[Ground of recognition] Facts without dispute, Gap 2 through 5 evidence, Gap 6-2, Gap 9, 10, 11 evidence, Eul 3 to 8 evidence, and the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiffs' assertion

(1) A person who is not a related party

"(A) The ○○○ Fund is not a partnership but an unincorporated association." "Plaintiffs who renounced the acceptance of the forfeited stocks of this case" and "○○ Fund" that accepted the forfeited stocks of this case is not a person having a special relationship as provided in the law and the Enforcement Decree of the law. (b) Nevertheless, the instant disposition of taxation is unfair in view of the fact that the ○○ Fund in which "○○ Fund in a special relationship with "○○ Fund" was invested by "○○ Fund" is the same as the acquisition of forfeited stocks of this case.

(2) Illegal evaluation by supplementary evaluation methods

(A) The law stipulates that the value of the property on which the gift tax is levied shall be at the “market price” as of the date of donation, and the market price as prescribed by the law means the value which is generally accepted when free transactions are made between many and unspecified persons.

(B) The ○○○○○○○○ is an association established by jointly investing ○○ and ○○○○○○ Co., Ltd. (hereinafter “○○○○”).

(C) Even if ○○○○○ Fund’s acquisition of forfeited shares of this case by ○○○○○○○ Fund is deemed as having been accepted by ○○○○○○○ Fund, it constitutes a transaction with a person having no special relationship with ○○○○○○○○○ Investment, and thus, it constitutes a “market price which is an objective exchange value as stipulated in Article 60(2) of the Act, inasmuch as the transaction between the related parties and the unrelated parties (the transaction between ○○○○ and ○○○○○○ Investment) was made at the same price. Accordingly, the acquisition of ○○○○○○○○○ Investment’s stocks, which is a partner, is not in a special relationship with ○○○○○○○○○○○○○○○.”

(D) In addition, ○○○○○○○’s two-time shares were traded after capital increase, but the sales price was converted to that at the time of capital increase, exceeding KRW 400,000 per share. In light of such circumstances, 400,000 per share, the value of ○○○○○○’s shares acquired, shall be deemed as the market price. Accordingly, the Plaintiffs did not gain any profit from the acquisition of forfeited shares.

(E) Nevertheless, the instant disposition, which was based on the value assessed by supplementary assessment methods under the laws and regulations, is erroneous.

(3) The plaintiffs did not directly gain profits.

Article 31-4 (1) 1 of the Enforcement Decree of the Act applies limited only to the case where a shareholder who renounced the acquisition of new shares obtains a direct benefit from the acquisition of forfeited shares by a specially related person. In this case, the benefits accrued from the acquisition of forfeited shares by ○○○ Fund, which has renounced the plaintiffs' acceptance at a higher price, were reverted to ○○○○○, and the Plaintiffs, who are the shareholders, did not have obtained a direct benefit from the acquisition of forfeited shares, were illegal.

(4) The Plaintiffs did not gain any profit

The benefits arising from the acquisition of forfeited shares at a higher price are attributed to ○○○○○○. If the Plaintiffs, who are shareholders of ○○○○○○○○○○○○, are deemed to have obtained the benefits therefrom, the Plaintiffs, who are shareholders of ○○○○○○, deemed to have suffered the same amount by accepting the forfeited shares at a higher price, and thus, the Plaintiffs were found to have suffered the same amount of damages. Accordingly, the instant disposition imposing the instant tax on the premise that the Plaintiffs, even though they did not have obtained the benefits

(b) Related statutes;

The Act (amended by Act No. 6301 of Dec. 29, 2000)

○ Article 39. Donation of capital increase or capital increase at the time of capital reduction

(1) In the event that the capital or amount of investment of a corporation is increased or decreased, the person who receives the benefits falling under any of the following subparagraphs, shall be deemed to have received the benefits, as a donation:

1. In allocating new stocks or equity shares (hereafter in this paragraph, referred to as "new stocks") for the purpose of increasing the capital or investment amount of the corporation, benefits provided for in each of the following items (where there are not less than 2 minor shareholders who have renounced in whole or in part the right to receive new stocks, referring to the benefits that is calculated by deeming that one of the minor shareholders has renounced the right to receive new stocks, in case where there exist 2 or more minor shareholders who have renounced the right to receive new stocks):

(a) In case where such renounced new shares (hereafter in this paragraph, referred to as the “actual shares”), are again allocated (excluding the case where the public offering method of new shares is allotted under Article 2 (3) of the Securities and Exchange Act), the benefits prescribed by the Presidential Decree from among the benefits acquired by the person who received the allocation of relevant forfeited shares, by obtaining such allocation

§ 42. Other proposal of donation

(2) Except for cases falling under paragraph (1) and Articles 33 through 41-4, where a person who has received the relevant property without compensation has received the property through transactions prescribed by Presidential Decree, the value of the property prescribed by Presidential Decree shall be deemed to have been donated from the person having a special relationship at the time of the transfer thereof. < Amended by Act No. 6048, Dec. 28,

(3) Matters necessary for the calculation of specially related persons and the value of property under paragraph (2) shall be prescribed by Presidential Decree.

○ Principle of Evaluation, etc. under Article 60

(1) The value of property on which an inheritance tax or gift tax is levied under this Act shall be the market price as of the date the inheritance commences or the date of donation (hereinafter referred to as the "date of appraisal"). In such cases, the value (excluding cases falling under the provisions of Article 63 (2)) appraised by the method of appraisal stipulated in Article 63 (1) 1 (a)

(2) The market price referred to in paragraph (1) shall be the value which is deemed to be normal in cases of free trade between many and unspecified persons, and shall include the expropriation and public sale price, appraisal price, and others which are deemed to be the market price as prescribed by

(3) In the application of paragraph (1), where it is difficult to calculate the market price, the value assessed by the methods prescribed in Articles 61 through 65 in consideration of the type, size, transaction situation, etc. of the relevant property.

(4) In applying paragraph (1), the value of the donated property added to the value of the inherited property pursuant to Article 13 shall be based on the market price as of the date of donation.

Article 63. Appraisal of Securities, etc.

(1) Securities, etc. shall be appraised by the following methods: < Amended by Act No. 5591, Dec. 28, 1998; Act No. 6043, Dec. 28, 199>

1. Appraisal of stocks and investment shares:

(c) Stocks and equity shares not listed on the Korea Stock Exchange other than those under item (b) shall be appraised by the method as prescribed by the Presidential Decree in consideration of corporate assets and revenues

Enforcement Decree of the Act (amended by Presidential Decree No. 17039 of Dec. 29, 2000)

Article 19: Inheritance Deductions of Financial Property

(2) "Large shareholder or largest investor prescribed by Presidential Decree" in Article 22 (2) of the Act means the relevant stockholder, etc. where the total number of stocks, etc. held by one shareholder or one investor (hereinafter referred to as "shareholders, etc.") and persons with any of the following relationships is the largest: < Amended by Presidential Decree No. 16664, Dec. 31, 199>

1. Relatives;

2. Persons other than employees and employees, who maintain their livelihood with the property of relevant stockholders, etc.;

3. Persons who are in the relationship between an enterprise group as determined by the Ordinance of the Ministry of Finance and Economy (including persons who are officers of the enterprise concerned) and persons who are in the relationship falling under any of the following items, or persons who are deemed to exercise de facto influence over the management through exercise of the right to appoint and dismiss officers

(a) Other companies belonging to an enterprise group;

(b) A person who substantially controls an enterprise group;

(c) Relatives of the persons under item (b);

4. Non-profit corporations established by one stockholder, etc. and persons under subparagraphs 1 through 3 who form the majority of the directors or contribute assets;

5. Nonprofit corporations in which an officer of an enterprise under the main sentence of subparagraph 3 or (a) is the president.

6. The corporation in which one stockholder and persons under subparagraphs 1 through 5 own 30% or more of the total number of stocks issued;

7. The corporation in which one stockholder and persons under subparagraphs 1 through 6 own 50% or more of the total number of stocks issued;

8. Non-profit corporations established by one stockholder, etc. and persons under subparagraphs 1 through 7 who form the majority of the directors or contribute assets;

Article 29 (Calculation Method, etc. of Value of Donation upon Capital Increase or Capital Reduction

(2) The term "gains prescribed by the Presidential Decree" in Article 39 (1) 1 (a) of the Act means the amount calculated by multiplying the value calculated under subparagraph 1 minus the value under subparagraph 2 by the number of new stocks under subparagraph 3:

1. [The number of stocks issued prior to the increase of the acquisition price per stock) + (the number of stocks increased by the X-rayer) + (the number of stocks increased by the increase of the acquisition price per new stocks)] ¡À (the number of stocks issued prior to the increase £«

2. The acceptance price per stock of new stocks;

3. The number of new stocks for those who have been allocated in excess of the number of new stocks to be allocated under equal conditions; and

○ deemed donation for allocation of forfeited stocks, etc. under Article 31-4

(1) In any of the following cases, the amount equivalent to the relevant benefits shall be deemed to have been donated to a person, the largest shareholder, etc., who is in a special nursing relationship, pursuant to Article 42 (2) of the Act: < Amended by Presidential Decree No. 15969, Dec. 31, 199>

1. In allocating forfeited stocks under Article 39 (1) 1 (a) of the Act, where a stockholder who has renounced wholly or partially the right to receive new stocks, and a person having a special relationship with the stockholder who has renounced the relevant right acquires the benefits by accepting the forfeited stocks: The amount calculated by the following formula:

(The value under Article 29(2)2 - the value under Article 29(2)1 - the value under Article 29(2)1), X new stocks, and the number of forfeited stocks acquired by a person in a special relationship with the forfeited stockholders.

X--------------- ------ ------------- any of the following cases:

Total Number of forfeited Stocks

○ Donation, etc. of other profits under Article 31-9

(1) The term "person in a special relationship" in Article 42 of the Act means one of the following persons:

1. Persons having a special relationship under the provisions of Article 42 (3) 3 of the Act: Persons having a relationship under the provisions of each subparagraph of Article 19 (2). In this case, "one stockholder, etc." in Article 19 (2) shall be deemed "person who has acquired the benefits"; and

○ Principle, etc. of Assessment under Article 49

(1) For the purpose of Article 60 (2) of the Act, the term “those recognized as the market price under the conditions as prescribed by the Presidential Decree, such as the expropriation or public sale price, appraisal, expropriation, and auction sale price, etc.” means, only when there is a sale, expropriation, or public sale within six months (three months in the case of donated property) before or after the standard date of appraisal, the amount confirmed pursuant to the provisions of the following subparagraphs: < Amended by Presidential Decree No. 15969, Dec. 31, 1998; Presidential Decree No. 16664, Dec. 31, 199>

1. If the fact of sale and purchase of the relevant property exists, the transaction value: Provided, That this shall not include cases where the transaction value is deemed objectively unfair, such as transactions with persons with a special relationship as referred to in Article 26 (4);

Support for Small and Medium Enterprise Establishment

○ Article 2 Definitions

The definitions of terms used in this Act shall be as follows:

5. The term “small and medium enterprise establishment investment association (hereinafter referred to as a “small and medium enterprise establishment investment association”)” means an association registered under Article 11 as it aims at investing in the founders and distributing the results thereof;

○ Formation, etc. of an association

(1) When persons other than start-up business investment companies and start-up business investment companies establish a start-up business investment association, they shall register with the Minister of Trade, Industry and Energy as prescribed by Presidential Decree.

(2) Each business start-up investment association shall consist of one executive member with unlimited liability for the association's obligations and limited partners with limited liability within the limit of their investments. In such cases, the executive member from among investors shall be a business start-up investment company, and persons other than a business start-up investment company shall be limited partners.

(3) Each member may invest the full amount of its investment in a lump sum or in installments, as stipulated by the articles of association.

§ 15. Protection of partnership property

The creditors of members of any equity investment association may, notwithstanding the provisions of Articles 704 and 712 of the Civil Act, exercise their claims within the limits of the amount of contributions made by such members to such equity investment association.

Article 18 of the Civil Act shall apply mutatis mutandis

Except as otherwise provided for in this Act, the provisions governing associations in the Civil Act shall apply mutatis mutandis to start-up investment cooperatives.

(c) Fact of recognition;

(1) ○○○ Fund was established under the Support for Small and Medium Enterprise Establishment (hereinafter “Business Start-up Act”) on April 12, 2000 by ○○○ Fund (hereinafter “○○ Fund”) in which 89.3% of its total investment amount was invested among KRW 2,350,00,000, and 10.7% of its total investment amount was invested by ○○○ Fund (executive partner) and ○○○ Investment Fund (hereinafter “○○○ Fund”) which was an association member, as an association member (hereinafter “○○ Fund”). According to the evidence evidence evidence evidence evidence evidence evidence evidence No, ○○○ Fund’s general partner is recorded into ○○○○○ Fund, but the “○○-○○-○○-○○○○○○○○○○○” of a general partner on the attached list was ○○○○ Fund’s business registration number, address at ○○○○○ Fund’s principal office, and there was no dispute between ○○ Fund’s general partner and parties.

(2) Examining the fund rules of ○○○ Fund as follows.

(A) Purpose: The purpose is to contribute to the development of the national economy by fostering small and medium enterprises through investing in promising venture businesses in accordance with the regulations on the support for small and medium enterprises establishment and operation of small and medium enterprises (Article 1).

(B) Name and location: A union’s name is “○○○○ Fund” and its office is located at the principal office of ○○○ Investment, which is an executive member located in ○○○○○-dong, ○○○○○○-dong (Article 2).

(c) Qualification and composition of a partner: ① A partner shall be a person who has invested at least one unit in a cooperative (Article 12); ② A partner shall have an executive partner (○○○○ Investment) and a general partner (○○○○○○○○) (Article 13).

(D) Decision-making body: ① A decision-making body shall have a general meeting of partners; ② A general meeting of partners shall have important matters concerning the operation of the partnership; ③ A general meeting shall be held within 90 days after the end of each business year; and a general meeting shall be convened when a request is made for the convocation of a general meeting of partners or partners who hold shares of investment equivalent to a majority of the total amount of investments; ④ A general meeting of partners shall be convened: (4) A general meeting of partners shall be approved by the attendance of partners who hold shares of investment equivalent to at least 1/2 of the total amount of investments and the consent of the members who hold shares of investment equivalent to at least 1/2 of the total amount of investments of

(e) An operating agency and representative agency: (1) an executive partner shall, on behalf of its members, execute the overall business of the partnership with respect to the management, operation, disposal, and distribution of the partnership's property under the name of the partnership, the selection of an invested enterprise, investment, etc., and (2) represent the partnership in all judicial and extrajudicial acts (Article 23).

(f) Transfer of the status of a union member: A union member may withdraw with the consent of all the union members in extenuating circumstances. However, the return of the invested principal at the time of the withdrawal is reserved until the union is dissolved (Articles 17 and 20). On the other hand, a union member may transfer his/her status with the consent of the general partner. A new union member after acquiring the status of a union member shall succeed to the rights, obligations and responsibilities of the transferor (Article 18).

(g) Limited liability of general partners: other partners than general partners shall not be held liable to assume obligations of the partnership in excess of the aggregate amount of the partnership's property and the partnership's property distributed under these rules (Article 24).

(h) Operation and management of the property of the partnership (Articles 28 and 29)

(1) The partnership property shall consist of the partnership property of each member, while the share of each member shall be based on the ratio of the number of contribution units.

(2) The executive member shall manage the property of the partnership in the name of the partnership separately from other property than the property of the partnership, keep records of books, etc. with independent accounts, and endeavor to maximize the return on investment in the management of the partnership property.

(3) No cooperative shall borrow funds or guarantee payment, and its property shall not be offered as security.

(3) On 199, ○○○ Investment acquired 14,90 shares of around 199 (14.9%) and disposed of the shares around 200.

After offering ○○○○○’s capital increase on June 20, 200, on September 25, 2001, ○○○○○○○ Company acquired and held 60,000 shares of ○○○○○○○ Investment (2.73% of shares) from an incorporated foundation, and sold all of the said shares to ○○○○○○○○, a related company of ○○○○○ Investment, around January 2005.

(4) Meanwhile, on July 11, 2000, 2000, after capital increase issued on June 20, 2000, ○○○○○○ was conducted without compensation (5.63 shares per old week). around August 2002, 200, ○○○○ Fund sold 1,600 shares to ○○○○○○ to 65.860 shares per share. On August 29, 2002, upon dissolution of the partnership, distributed ○○○ and ○○○○○○ Investment, a partner, to ○○○○○○ Investment.

(5) On December 4, 2003, 2003, ○○○○○○○○○○○ shares acquired KRW 73,000 per share of KRW 73,00 per share.

(6) If the transaction value of ○○○○○○ shares was converted into one share price before capital increase without compensation in 2002, and 2003, the price per share in 2002 is 436,701 won, and 484,045 won in 203.

[Ground of recognition] Facts without dispute, Gap 2 through 5 evidence, Gap 6-2, Gap 9, 10, 11 evidence, Eul 3 through 13, and the purport of the whole pleadings

D. Judgment on the plaintiffs' assertion

(1) Whether the transaction between the Plaintiffs and ○○ Fund constitutes a transaction between related parties

(A) First, in light of the legal nature of the ○○ Fund, the rules of the ○○ Fund on behalf of the general partner in the performance of the business affairs of the Fund, and the general partner can withdraw from the Fund only with the consent of all the members of the Fund, and the property of the Fund is prescribed as partnership-ownership, respectively, and Article 18 of the Support for Small and Medium Enterprise Establishment Act provides that the provisions on partnership under the Civil Act concerning the establishment of a small and medium enterprise shall apply mutatis mutandis to the start-up investment association except as otherwise provided by this Act, there is no room to regard the ○○ Fund as a partnership under the Civil Act.

However, in distinguishing between an association and a non-corporate body without a legal personality under the Civil Act, the association shall be judged on the basis of the strongness of its organization in general. Since the association is established by a contractual relationship under which two or more persons agree to operate a joint business by investing money, other property, or labor with one another, it shall be restricted from a certain degree of organization. However, compared to the human combination where the personal identity of the members is sufficiently revealed, the non-corporate body has a characteristic of an organization as an independent entity that can be the subject of rights and obligations, separate from the personal identity of the members (see Supreme Court Decision 9Da4504 delivered on April 23, 199). In full view of the above facts, ○○○ Fund has its own purpose and based on the formation of rules having the nature of an association, it has two organizations such as a decision-making body, a general meeting and a representative (executive member) who is an executive body, and it shall be determined by a resolution of an organization or a resolution of an execution body, and it shall be determined by the formation or change of an association.

(B) Next, examining the relationship between the Plaintiffs and the ○○○ Fund, the Plaintiffs are holding 94.9% of the shares of ○○ Fund, and ○○○ Fund held 89.3% of the shares of ○○○ Fund. Since ○○ Fund is an association in which ○○ Fund invests more than 30% of the total number of shares issued and outstanding by the Plaintiffs, ○○ Fund and ○○ Fund are related to Article 19(2)7 of the Enforcement Decree of the Act.

(다) 따라서 원고들과 ○○○○펀드가 특수관계인이 아니라는 원고들의 주장은 받아들일 수 없다(다만, 이 사건 부과처분과 제1심은 ○○○○펀드는 법인격 없는 사단이므로 이를 전제로 한 정당한 세액을 계산해 보면 정당세액이 이 사건 부과처분액을 초과함이 명백하므로¹︠⁾ 이 사건 부과처분은 적법하다 할 것이다).

(2) Whether evaluation by supplementary evaluation methods is unlawful

—————————

1) The instant disposition, as seen above, deemed that the gift income was 518,663,777 won (40,000 won-227,908 won) X3,375 Jeju X89.3% (in the event that the new 2 fund is deemed an unincorporated association, only 89.3% of the gift income is changed from the foregoing formula.

(A) In principle, "market price" as stipulated in Article 60 (2) of the Act refers to an objective exchange price formed through normal transactions. In order to fall under the market price at the time of donation, there must be circumstances to deem that the transaction price objectively reflects the general and normal exchange price, and the price should not be changed between the time of donation and the date of the above transaction (see Supreme Court Decision 99Du2505 delivered on February 11, 200).

However, as seen earlier, considering the following: (a) ○○○○ acquired the shares of ○○○ Investment; (b) ○○○○○○ Investment as a partner of the same ○○○ Fund; (c) in relation to a partner with limited liability as a partner of the same ○○ Fund and has an interest in distributing profits and losses; and (d) the instant forfeited stocks have acquired only to ○○○ and ○○○○ Investment, a third party’s acquisition of the forfeited stocks, it cannot be deemed that the value of ○○ Investment’s acquisition of the forfeited stocks reflects the general and normal exchange value at an objective exchange price formed by normal transactions.

Therefore, this part of the plaintiffs' assertion cannot be accepted.

(B) The plaintiffs also claim that the sales price exceeds 400,000 won per share when it was converted to ○○○○○○○○○○’s shares issued at the time of capital increase, and that the value of the sales price exceeds 400,000 won per share, which is the value of ○○○○○○○○○○○’s shares acquired at the time of capital increase. However, according to Article 60(1) of the Act, the value of the property on which gift tax is levied is based on the market price as of the date of donation. Thus, even if the transaction price in the year 202 and 2003 is deemed to be normal if it is freely traded between many unspecified persons, as seen in the above facts of recognition, it cannot be said that there is no profit.

Therefore, this part of the plaintiffs' assertion cannot be accepted.

(3) Whether Article 31-4(1)1 of the Enforcement Decree of the Act applies only to the case where a shareholder who renounced the subscription of new shares obtains a direct benefit due to the acceptance of forfeited stocks by a person with a special relationship.

Article 42 (2) of the Act provides that "in case where a person who has renounced all or part of the right to receive new stocks at the time of capital increase under paragraph (1) and Articles 33 through 41-4 takes over the property at a high price through transactions as prescribed by the Presidential Decree, the person who has renounced such right shall be deemed to have received the property at the time of the transfer, and the matters necessary for the calculation of the property value and the person who has a special relationship under paragraph (2) shall be prescribed by the Presidential Decree." Accordingly, Articles 31-9 (1) 1 and 19 (2) of the Enforcement Decree of the Act provide that "the matters necessary for the calculation of the property value and the person who has a special relationship under paragraph (2) shall be determined by the Presidential Decree." Article 31-4 (1) 1 of the Enforcement Decree of the Act provides that the person who has renounced such right shall not be deemed to have received the donation from the specially related person under Article 19 (1) of the Act, since the person who has renounced the right to receive new stocks at the higher price.

(4) Whether ○○○ shareholders suffered damages equivalent to the amount of profit earned as the shareholders of ○○○○○○○○○○○’s shareholder due to ○○○’s acquisition of forfeited shares of the instant case at a high price

The Plaintiffs asserted that ○○○○ Fund, a partner of the Fund, acquired the forfeited stocks of this case in proportion to its equity shares on the premise that the legal nature of the ○○ Fund is an association. However, as seen above, ○○ Fund is an unincorporated association, and thus, the subject to whom the forfeited stocks of this case accrue is neither ○○ nor ○○ Fund, and thus, ○○ Fund is deemed an unincorporated association. Therefore, the above assertion premised on the premise that ○○ Fund is an association is without merit.

(5) Sub-decisions

Ultimately, the instant disposition based on the value assessed by the Defendants according to the supplementary assessment methods under Article 60(3) of the Act, deeming the acceptance of forfeited principle of this case as “transaction between parties in a special relationship” is lawful.

3. Conclusion

Therefore, the plaintiffs' claim of this case is without merit, and all of them should be dismissed. The judgment of the court of first instance with the same conclusion is just and the plaintiffs' appeal is without merit, and it is so decided as per Disposition.