2. The costs of appeal shall be borne by the Plaintiff.

The reasoning for this Court’s explanation concerning this case is as stated in the reasoning of the judgment of the court of first instance, except for the dismissal or addition of part of the judgment of the court of first instance as follows. Thus, this Court cited it as it is in accordance with Article 8(2) of the Administrative Litigation Act and Article 420 of the Civil Procedure Act.

2. Parts to be removed or added;

(1) The phrase "one 134 pages of the evidence 6 (Rehabilitation Proposal)" referred to in subparagraph 1 of Article 3 shall be deemed "one 6-one 134 pages".

(2) Each of the 4th 12 and 23th 7th tiers (amended by Act No. 11124, Dec. 21, 201; hereinafter the same shall apply) shall be counted as "(amended by Act No. 11124, Dec. 31, 201; hereinafter the same shall apply)".

(3) The parallel 8 to 9 pages shall be as follows.

2) Determination

A) Whether a person is an oligopolistic shareholder of a secondary taxpayer ought to be determined on the basis of the date on which the primary tax liability is established (see Supreme Court Decision 85Nu405, Dec. 10, 1985); and hereinafter, whether the Plaintiff can be deemed an oligopolistic shareholder at the time of Jun. 1, 201, which is the date on which the primary tax liability is established.

B) Relevant legal principles

Article 272(4) of the Debtor Rehabilitation Act provides that the provisions of Articles 237 through 240, 374(2), 439(3), 522-3, 527-5, and 529 of the Commercial Act concerning corporate division shall not apply to corporate split-off under the Debtor Rehabilitation Act. However, Article 530-10 of the Commercial Act, which does not exclude the application of Article 272(4) of the Debtor Rehabilitation Act, provides that “a company established by division or split-merger or a surviving company shall succeed to the rights and obligations of the divided company under the conditions as determined by the written agreement for division or agreement for division” (see, e.g., Supreme Court Decisions 201Da40278, Aug. 25, 2011; 201Da40278, Jun. 12, 2012).

Meanwhile, as a matter of interpretation of a division plan, what rights and obligations are succeeded to a divided company is an issue of interpretation of the division plan, an objective meaning that the divided company gives to its marking act is reasonably interpreted. However, if the objective meaning is not clearly revealed by the text of the division plan, and there is a conflict of opinion about the interpretation, it shall be reasonably interpreted in accordance with logical and empirical rules, the general sense of society, and the common sense of transaction, by comprehensively taking into account the principles of division as stated in the division plan and the content of the rights and obligations to be succeeded, the process of division, and the purpose of the division to achieve through the division (see, e.g., Supreme Court Decisions 200Da40858, Mar. 23, 2001; 2012Da9679, Aug. 28, 2014).

However, in the case of the instant corporate split-off, the effect of such comprehensive succession takes place, as prescribed by the provisions regarding corporate split-off in the rehabilitation plan, rather than the split-off plan, as to the corporate split-off under the Debtor Rehabilitation Act. In addition, Article 280 of the Debtor Rehabilitation Act provides that, when a new company determines in the rehabilitation plan that it will succeed to the debtor’s tax liability, the new company shall be liable to pay the relevant taxes

C) the facts of recognition

The purpose of the corporate division of this case is to promote the rehabilitation of the AA Motor Vehicle Sales prior to the division through the concentration of business capacity and the improvement of the financial structure by attracting investment, and to establish the AA Motor Vehicle Sales Division and the plaintiff newly established by dividing the AA Motor Vehicle Sales Division and the plaintiff separately, and the AA Motor Vehicle Rehabilitation Company, a surviving corporation after the division, is to achieve the business normalization based on the improved financial structure by concentrating on the AA Motor Vehicle Development Project Division.

(C) The instant rehabilitation plan provides the following criteria with respect to the division of liabilities.

- - Sound

Dose Rehabilitation Security Rights

If a security right is established on an asset subject to transfer by a company newly incorporated for division, the amount recognized as a rehabilitation security right for such security shall be transferred to the company that

Maritime Rehabilitation Claims

○ Security Trust Obligations, Quasi-Security Trust Obligations Obligations, Unpaid Rental Deposit Obligations, Unpaid Rental Deposit Obligations, Tax Obligations, Commercial Obligations of Daewoo Bus Co., Ltd., Employees Obligations, and Public Interest Claims, respectively, shall be transferred in full to each newly incorporated company and its surviving company in accordance with the terms and conditions of the investment contract of the newly incorporated company, business relevance and the nature of claims

○ Other rehabilitation claims (including any outstanding claim that is later finalized) shall be transferred in installments in accordance with the actual transfer ratio (9%, Plaintiff 5.2%, and 85.8% of the rehabilitation company).

V. Responsibilities for Obligations following Division of Company

A newly incorporated company shall be liable only for the obligations (including liabilities) transferred to the newly incorporated company among the obligations of the surviving company, and shall not be jointly liable for other obligations not transferred to the relevant newly incorporated company. In addition, the surviving company shall not be jointly liable for the obligations transferred to the newly incorporated company.

With respect to the transfer of assets, the instant rehabilitation plan, among the assets of the AAFV prior to the division, transferred all real estate related to the automobile sales business and the assets related to the bus sales business, and transferred some assets related to the construction business to the Plaintiff. The Plaintiff agreed to be transferred a total of 48 construction business sites and defect repair business sites. The Plaintiff was also transferred the current assets, inventory assets, inventory assets, current assets, and investment assets related to the business of the relocated construction business sector. The construction business site determined by the Plaintiff to be transferred includes the “YFV business site pF business site in which the land owned by the consignorPV is located,” and the shares of this case are included in the investment assets that the Plaintiff is to be transferred.

In the instant rehabilitation plan, there is no direct provision on the transfer or attribution of the instant tax liability.

[Ground of recognition] Facts without dispute, Gap evidence 2, 5, Gap evidence 6-1 to 3, Eul evidence 3 and 4

Each entry, the purport of the whole pleadings

D) Determination

On the other hand, the Plaintiff becomes an oligopolistic shareholder of Songinin-V by acquiring the instant shares because the Plaintiff was transferred from "AAAA car sales prior to the instant rehabilitation plan to the transfer of the construction project portion except for the portion related to the Songin-V-related development project, and the instant shares were also transferred along with the instant shares. However, as seen earlier, although, at the time of the Plaintiff’s transfer of the instant shares, the principal tax liability of Songin-V was established at the time of the transfer of the instant shares, the Plaintiff did not meet other requirements necessary for the establishment of the instant tax liability, such as the failure to pay principal tax, and thus, it seems difficult to explicitly stipulate the transfer of the instant tax liability that may occur in relation to the instant shares in the instant rehabilitation plan.

However, as acknowledged earlier, in principle, the existing rehabilitation obligations of the AA car sales prior to the division under the provisions on the division of liabilities under the instant rehabilitation plan provides that, in principle, the newly incorporated companies are comprehensively transferred to each party’s business portion and related assets incidental to the pertinent assets. Since the Plaintiff had already established the main tax liability at the time of the transfer of the instant shares, the instant tax liability can be said to have been the future obligations subject to the payment of principal tax liability, etc., and the principle, circumstance, and purpose to achieve the division, etc. of the instant corporate division. In full view of the foregoing, it is reasonable to deem that the status of the oligopolistic shareholder of the BAFV prior to the division, which forms the basis for establishing the instant tax liability, was comprehensively succeeded to the Plaintiff by acquiring the instant shares in accordance with the instant rehabilitation plan.

Therefore, the Plaintiff received succession to the status of oligopolistic shareholders from “AAA car sales before the instant corporate division” on June 1, 2011, and thus, the Plaintiff constitutes an oligopolistic shareholder at the time when the principal tax liability of this case was established, and the Plaintiff’s aforementioned assertion on a different premise is without merit.

(4) Pursuant to Articles 11 through 13, the pages shall be deleted.

(5) The 8th page "2010...." shall be described as "201....."

(6) The following shall be added to the fifth page:

§ 280. Succession to tax liability

When the rehabilitation plan provides that any new company shall succeed to debtor's tax obligations, the new company shall be liable to pay such taxes and the debtor's tax obligations shall be extinguished.

(7) Part 1 of the first instance (amended by Act No. 10220 of March 31, 2010 and enforced January 1, 201) shall be "(amended by Act No. 11127 of December 31, 201)".

3. Conclusion

Therefore, the judgment of the first instance court is legitimate, and the plaintiff's appeal is dismissed as it is without merit. It is so decided as per Disposition.