2. The costs of lawsuit are assessed against the plaintiffs.

A. Status of the parties

1) Defendant Lone Star Investment Trust Co., Ltd. (hereinafter “Defendant Lone Star”) is a company established under the Belgium, which sells 51.02% of the shares of Korea Exchange Bank established under the Banking Act (hereinafter “foreign Exchange Bank”) to one financial branch owner (hereinafter “Lone Star”) and Defendant Lone Star Fund Holdings (U.S. ; hereinafter “Defendant Lone Star Fund IV”). Defendant Lone Star Fund Ltd. (hereinafter “Defendant Lone Star Fund”) is established under the laws of the United States Deteve, and is a limited liability company of the United States, and is under the control of Defendant Lone Star Fund IV (hereinafter “Defendant Lone Star Fund”). Defendant Lone Star Fund IV”).

The 51.02% shareholder of the bank outside the 8th ef.g., an investor of 100% of the general partner of Lone Star Fund IV 4 LSF4 Global Management KEBH Holdings, 6 KSBH Holdings’s general partner of Lone Star Fund IV 10% of the managing member of 3 Lone Star Partnership IV 4 general partner of LSF4 Global Management Gabal Holdings IV, 10% of the 100% of the 10% of the 100% of the 10% of the 100th e.g., 7 LSF-KEBE2 Capital Investment Investment Scheme, the representative director of 10 Lone Star Partnership IV 4 general partner of Lone Star Fund IV 4 general partner of Lone Star Fund IV.

2) Defendant 5 (name 2 omitted; hereinafter “Defendant 5”); Defendant 6 (name 3 omitted; hereinafter “Defendant 6”); Defendant 7 (name 4 omitted; hereinafter “Defendant 7”); Defendant 8; Defendant 9 (name 5 omitted; hereinafter “Defendant 9”); Defendant 11 (name 6 omitted; hereinafter “Defendant 11”); and Defendant 12 (name 7 omitted) are persons who worked as the representative director or director of the foreign exchange bank; their positions and their terms of office are as listed below.

Defendant 5’s title, Defendant 1, Defendant 5’s tenure of office within the main text, from March 31, 2009 to February 29, 2012, Defendant 6’s director from October 31, 2003 to March 31, 2011, Defendant 7’s director from March 31, 201 to March 31, 201; and Defendant 8’s director from March 29, 2007 to March 13, 2012, Defendant 11’s director from March 30, 204 to November 30, 2010 to March 31, 204; and

3) The Plaintiffs were shareholders holding approximately 84,080 shares equivalent to approximately 0.013% of the shares 644,906,826 shares issued by the foreign exchange bank at the time of the institution of the instant action, and as seen below, one of the shareholders becomes shareholders of one financial branch under a comprehensive stock exchange agreement between the foreign exchange bank and the one financial branch shares.

(b) An overview of Lone Star Fund;

1) Lone Star Fund is a private equity fund in the form of a partnership, which primarily creates profits through a financial institution or a general company’s acquisition and merger, purchase of non-performing loans, or investment in real estate by raising funds through private placement, and was established by Defendant 10 in the mid-190s. On the completion of each investment, the fund was established in the form of a new fund, which is the form of a new fund, and I through IV.

2) Lone Star Fund is composed of general partners (GP) and investors (LP) who are limited partners. The GP determines whether to invest by being delegated the right of operation from LP, the time of sale of assets, the method of management, etc., and the LP is limited to receiving dividends depending on the operational performance of the GP, and it is not possible to control or participate in the operation of the GP.

C. Acquisition of shares in the foreign exchange bank by Defendant LSF

1) On February 98, 1998, foreign exchange banks received recommendations for improvement of business management from the head of the Bank Supervisory Board on the ground that their capital adequacy ratio [the capital adequacy ratio to risk assets as stipulated by the Bank for International Settlements (IS)] fell short of 8% and received recommendations for improvement of business management from the head of the Bank Supervisory Board. On April 9, 2002, foreign exchange banks were released from recommendation for improvement of business management on the ground that they achieved most

2) On June 16, 2003, the foreign exchange bank received proposals for the acquisition of new shares from Defendant Lone Star Fund IV on June 16, 2003. On August 27, 2003, the foreign exchange bank entered into a new shares acquisition contract with Defendant Lone Star Fund IV on which Defendant Lone Star Fund IV would have Defendant Lone Star Fund IV acquire new shares of 268,750,000 shares (hereinafter “instant new shares acquisition contract”).

3) On the other hand, on August 27, 2003, Defendant Lone Star Fund IV concluded a share sales contract (hereinafter “instant share sales contract”) with the contents that (i) shareholders of the foreign exchange bank, Comerz Bank, and (ii) shares of the foreign exchange bank held by the Cmerz Bank, (iii) shares of the Korea Exchange Bank held by the Korea Export-Import Bank, (iv) 30,865,792 shares of the Korea Export-Import Bank held by the Korea Export-Import Bank, and (iii) Defendant Lone Star Fund IV entered into a sales contract with the Korea Export-Import Bank (hereinafter “instant share sales contract”). Defendant Lone Star Fund IV, within three years, has the right to purchase shares of the Korea Exchange Bank, 41,764,07 shares of the Korea Exchange Bank, and 49,134,208 shares of the Korea Exchange Bank within three years.

4) On September 2, 2003, Defendant Lone Star Fund IV acquired 268,750,000 shares of a foreign exchange bank from September 5, 2003 to the Financial Services Commission (the name was changed to the Financial Services Commission; hereinafter “Financial Services Commission”), Defendant Lone Star Fund IV (Defendant Lone Star Fund IV acquired the contractual status of the instant new shares acquisition contract and the stock sales contract from September 5, 2003), which was established for the purpose of holding shares of the foreign exchange bank. Defendant Lone Star Fund IV acquired 5,101,715 shares of the existing shareholders and the foreign exchange bank held by the Export-Import Bank of Korea (hereinafter “Financial Services Commission”), and filed an application for approval for holding more than 325,851,715 shares per share (the total number of shares acquired is more than 400,700 shares).

5) On September 26, 2003, the Financial Services Commission approved Defendant LSF’s holding of shares exceeding 325,851,715 shares in excess of the stock holding limit on the condition that it should report to the Financial Services Commission in advance when Defendant LSF exercises call options (hereinafter “approval for holding shares in this case”).

6) Thereafter, Defendant LSF acquired 90,898,285 shares issued by a foreign exchange bank by exercising call options, but sold some of them and held 329,042,672 shares, which are 51.02% of the total number of shares issued by the foreign exchange bank.

(d) Dividends, etc. of foreign exchange banks;

From March 29, 2007 to March 31, 2011, the foreign exchange bank held a general meeting of shareholders on eight occasions, and resolved to pay dividends to shareholders. The amount of dividends to the shares of 268,750,000 shares which Defendant LSF acquired from the foreign exchange bank is set out below.

The dividend amount per share on March 29, 200 1,000 268,750,000 March 28, 2008 March 28, 2008 1253,593,750 4,750 4 March 30, 2010 50 50 26,875,000 6,006,00 6,00 26,8750 26,875,00 6,00 6,00 26,875,00 6,00 6,00 6,00 28,00 6,00 6,00 6,00 6,00 8,00 136,08, 281, 205, 38, 205, 37, 2015

(e) Disposition of the Financial Services Commission;

1) Meanwhile, on October 6, 2011, Defendant LSF: (a) committed a violation of the Securities and Exchange Act by manipulating the share price of the foreign exchange card in the course of the merger of the foreign exchange credit card companies (hereinafter “foreign exchange card”) after becoming the controlling shareholder of the foreign exchange bank (Seoul High Court Decision 2011No806 Decided October 6, 201).

2) When the judgment became final and conclusive and conclusive, and Defendant LSF failed to meet the requirements that Defendant LSF would not have been punished for violation of finance-related statutes, etc. for the last five years, among the requirements for excess holding of stock holding limit for the same person, the Financial Services Commission ordered Defendant LSF to satisfy the holding limit of voting stocks of the foreign exchange bank under Article 15(3)1 of the Banking Act until October 28, 201, pursuant to Article 16-4(3) of the Banking Act, until October 28, 2011.

3) Defendant LSF failed to comply with the above order until October 28, 2011, and the Financial Services Commission ordered the disposal of stocks exceeding 10/10 of the total number of issued voting stocks of the foreign exchange bank held by Defendant LSP pursuant to Article 16-4(5) of the Banking Act on November 18, 2011.

F. The sale, etc. of shares by Defendant LSF

1) On the other hand, on November 25, 2010, the LSF entered into a contract with Defendant LSF to purchase 329,042,672 shares of the foreign exchange bank. On January 27, 2012, the Financial Services Commission approved the incorporation of the foreign exchange bank into one financial branch as a single financial branch. On February 9, 2012, one financial branch paid KRW 3,915,607,796,80 of the share purchase price to Defendant LSF.

2) Since March 9, 2012, one Bank of Korea purchased shares of an out-of-the-counter bank from March 9, 2012 to June 28, 2012, and additionally acquires 17,595,660 shares, one Bank of Korea held 386,952,719 shares (=369,357,059 shares + 17,595,660 shares) equivalent to 60 percent of shares issued by the Exchange Bank.

(g) an all-inclusive exchange of shares between one financial branch owner and the foreign exchange bank;

1) On January 28, 2013, one Financial Co., Ltd. entered into an all-inclusive share swap agreement with a foreign exchange bank (hereinafter “instant share swap agreement”) with a view to transferring all the shares of the foreign exchange bank held by shareholders other than one Financial Co., Ltd. (including the holding of approximately 40% of the shares issued by the foreign exchange bank at the time, including the Plaintiffs; hereinafter referred to as the “small Financial Co., Ltd.”) to one Financial Co., Ltd., and one Financial Co., Ltd. to allocate new shares of one Financial Co., Ltd. or to deliver one Financial Co., Ltd. or to issue one Financial Co., Ltd.’s own shares (hereinafter “instant share swap agreement”).

2) On March 15, 2013, at a general meeting of shareholders held by the foreign exchange bank on March 15, 2013, a resolution of approval for the instant stock exchange contract was passed by meeting the requirements for a special resolution, and one financial branch owner on April 5, 2013 was a shareholder holding 10% shares of the

3) On February 14, 2013, the foreign exchange bank announced that it was incorporated into a wholly owned subsidiary of one financial branch under the instant share swap contract, and announced on April 5, 2013 that one financial branch was a shareholder holding 10% equity shares of the foreign exchange bank.

4) Meanwhile, on June 20, 2012, the Plaintiffs filed the instant lawsuit against the Defendants on July 24, 2012 against the foreign exchange bank as a shareholder of the foreign exchange bank, claiming against the Defendants to enforce their liability as a business owner or director, but the foreign exchange bank did not comply therewith. On April 5, 2013, the Plaintiffs lost their status as a shareholder of the foreign exchange bank under the instant stock exchange and became a shareholder of the single financial branch.

H. Progress of the relevant lawsuit

1) At the time of the instant share swap, a person who was the shareholders of the foreign exchange bank at the time of the instant share swap filed a lawsuit seeking nullification of the instant share swap against the foreign exchange bank, one financial branch owner, etc., Seoul Central District Court 2013Gahap37444, but the said court dismissed the lawsuit on June 26, 2014 on the ground that in some cases, the said court was not in the shareholder of the foreign exchange bank at the time of the closing of argument in the said case, and dismissed the claim on the ground that the instant share swap cannot be deemed null and void (Seoul High Court 2014Na3966

2) Meanwhile, when a request for adjudication on the unconstitutionality of a law was rejected, the Constitutional Court requested an adjudication on constitutional complaint with the Constitutional Court No. 2013Hun-Ba82, 2014Hun-Ba347, 356 (merged), but the Constitutional Court rendered a decision on May 28, 2015 on the constitutionality of Article 360-2, 360-3(1) and (2) of the Commercial Act (amended by Act No. 6488, Jul. 24, 2001); Article 360-3(3) and (5) of the Commercial Act (amended by Act No. 10600, Apr. 14, 201); Article 360-3(3) and (3) of the former Commercial Act (amended by Act No. 6488, Jul. 24, 201; Act No. 12530, Mar. 36, 2014).

[Ground of recognition] Facts without dispute, Gap evidence 1 through 13, 24, 26 evidence, Eul evidence 1 and 2 (including paper numbers), facts with merit in this court, the purport of the whole pleadings

2. Determination on the defense prior to the merits

A. The plaintiffs' assertion

1) Defendants Lone Star Investment IV, Lone Star Partners IV, Lone Star Fund IV, Lone Star Fund IV, and Defendant 10 (hereinafter “Defendant Lone Star, etc.”) who were the major shareholders of the foreign exchange bank, and Defendant Lone Star, controlled Defendant Lone Star and Defendant Lone Star, are all managers of the foreign exchange bank’s business performance instructions as prescribed in Article 401-2(1)1 of the Commercial Act. Defendants 5, 6, 7, 7, 8, 8, 9, 11, and 12 are appointed by Defendant Lone Star, etc. as the representative director or director of the foreign exchange bank.

2) The Defendants knew that Defendant LSF could not acquire shares of the foreign exchange bank exceeding 4% of the total number of shares issued by the foreign exchange bank, which is a bank under the Banking Act, because it is a non-financial business operator stipulated under the Banking Act. However, upon entering into the instant new shares acquisition agreement and the share purchase agreement, the Defendants acquired shares issued by the foreign exchange bank. On September 2, 2003, the Financial Services Commission approved the instant excess shares holding without entering into the instant shares holding agreement, and obtained the approval from the Financial Services Commission on September 2, 2003, which is a non-financial business operator (non-financial business operator), as a non-financial related person, such as Defendant LSPS S., LS corporation, Lone Star Holdings Company, S. Holdings Holdings S. S. S.A., Non-Party U.S. P. S. S. S. S. S. Holdings, Inc., Ltd., and obtained the instant excess shares holding by the Financial Services Commission without entering in the instant shares holding agreement.

3) As such, Defendant LSF’s acquisition of the shares of the foreign exchange bank was null and void due to its violation of the Banking Act, but Defendant LSF obtained 2,123,125,00,000 won of new shares issued by the foreign exchange bank by accepting and selling them, and thus, received dividends of KRW 1,324,937,50,000 as a shareholder of the foreign exchange bank, and thereby, the foreign exchange bank suffered damages equivalent to the same amount. Accordingly, the Defendants’ above acts as the owner or director of the foreign exchange bank constituted either intentionally or negligently violating the Acts and subordinate statutes or neglecting their duties. Accordingly, the Defendants jointly and severally liable to compensate for damages (=2,123,125,000,000 won +1324,937,500,000 won and delay damages).

B. The defendants' defense prior to the merits

A shareholder derivative suit under the Commercial Act may be instituted only by a shareholder who holds 1/100 or more of the total number of issued and outstanding shares, i.e., a minority shareholder, who holds more than 5/100 of the total number of issued and outstanding shares of a bank for at least six consecutive months. A shareholder derivative suit may be instituted in cases of a bank, and even if minority shareholders meet the above requirements as at the time of filing a suit, they failed to meet the above requirements due to a decrease in the number of shares held after filing a suit, the effect of the suit does not affect. However, if minority shareholders fail to hold all shares after filing a suit, the suit is deemed unlawful because

However, at the time of the filing of the instant lawsuit by the Plaintiffs, there were shareholders holding approximately 0.013% of the total number of shares issued by the foreign exchange bank. However, during the instant lawsuit pending, the said shareholders lost their status as shareholders of the foreign exchange bank pursuant to the instant share swap. Therefore, the instant lawsuit against the Defendants is unlawful because they did not have standing

C. Relevant provisions

(3) Where a company fails to file a lawsuit within 30 days from the date on which a request under paragraph (1) is received, a shareholder under paragraph (1) may immediately file a lawsuit on behalf of the company. < Amended by Act No. 1354, Jul. 31, 2015; Act No. 13453, Jul. 31, 2015; Act No. 13194, Apr. 1, 2015; Act No. 13094, Feb. 29, 2015; Act No. 13094, Feb. 31, 2014>

D. Relevant legal principles

In full view of Article 403(1), (2), (3), and (5) of the Commercial Act and Article 191-13(1) of the former Securities and Exchange Act (repealed by Article 2 of Addenda to the Financial Investment Services and Capital Markets Act, Act No. 8635, Aug. 3, 2007; hereinafter “former Securities and Exchange Act”), in order for many shareholders to file a representative suit together, they shall be deemed to have satisfied the stock holding requirement under the Commercial Act or the former Securities and Exchange Act when filing a suit to enforce director’s liability with respect to the company, and the number of shares held after filing a suit falls short of the requirements. However, if some of the shareholders who filed a representative suit lose their status as a shareholder because they fail to hold all shares due to such reasons as disposal of shares, barring special circumstances, the shareholder loses standing to sue and that part of the suit brought by him is unlawful. This does not change in the status of other shareholders who filed a representative suit (see Supreme Court Decision 2013Da56168, Jul. 16, 2013).

E. Determination

1) In light of the relevant provisions and legal principles, at the time when the Plaintiffs filed the instant lawsuit against the Defendants, which is a shareholder representative suit as stipulated in Article 23-5(1) of the former Banking Act and Article 403 of the Commercial Act, the Plaintiffs held approximately 0.013% of the total number of issued stocks of the foreign exchange bank. However, on April 5, 2013, when the instant lawsuit is pending, the fact that the Plaintiffs lost their status as a shareholder of the foreign exchange bank by acquiring one financial branch shares according to the instant share swap and by transferring the shares of the foreign exchange bank, around April 5, 2013, when the Plaintiff lost their status as a shareholder of the foreign exchange bank. Accordingly, the Plaintiffs’ lawsuit against the Defendants is unlawful.

3) At the time of the filing of the instant lawsuit, the Plaintiffs asserted to the effect that they would lose their status as shareholders of the foreign exchange bank against the intent of the Plaintiffs under the share swap thereafter, and that in special circumstances exist, standing to sue shall be deemed to exist. In other words, Article 403(5) of the Commercial Act (hereinafter “instant provision”) of the same Act violates the right to self-determination that “(excluding cases where they do not hold stocks issued)” shall infringe upon rights of a kind of property right, and shall decide whether to maintain a shareholder representative suit according to their free will. In the case of the Plaintiffs, the Plaintiffs violated the principle of equality by selling their shares according to their own will and treating them equally with those who lose their status as shareholders, and thus, they violate the Constitution by infringing on the essential contents of the right to be tried by a judge guaranteed by the Constitution, or by taking into account this, the subject provision of this case should be construed only to “where they fail to hold stocks by free will.”

A) First, we examine whether the subject provision of this case violates the Constitution.

(1) The shareholder representative lawsuit under Article 403 of the Commercial Act is a lawsuit in which the shareholder himself/herself assumes the responsibility of a director to the company on behalf of the company, and the director's liability to the company is to be carried out by himself/herself, but it is difficult to expect that the company will actively enforce the liability of a director, so that the shareholder may bring an action against the company for the liability of a director on behalf of the company. However, if all the shareholders are able to bring an action, there is no risk of abuse, and Article 403 (1) of the Commercial Act recognizes this right only to the shareholders who hold shares equivalent to more than 1/100 of the total number of issued and outstanding shares. On the other hand, Article 403 (4) of the Commercial Act provides that the effect of the lawsuit shall not be affected even if the shares owned by the shareholder during the lawsuit are reduced to less than 1/100 of the total number of issued and outstanding shares.

(2) Such a shareholder derivative suit is a type of civil lawsuit and has the legitimate interest or necessity to use the lawsuit system, i.e., the benefit or necessity to maintain the lawsuit lawfully. In light of the fact that the purport of the shareholder derivative suit is to enforce liability against a director on behalf of the company to preserve the company’s property, it is difficult to deem that a person who is not a shareholder of the company has a legitimate interest in filing a shareholder derivative suit on behalf of the company. Therefore, if a shareholder who filed a derivative suit does not hold all the shares of the company, regardless of the subject clause of this case, loses the shareholder status, then the shareholder loses his/her standing to sue

(3) However, in cases where a wholly owning parent company becomes a shareholder of a wholly owning parent company due to a share swap as in the case of the plaintiffs, the net assets of the wholly owning parent company belong to the assets of the wholly owning parent company. Thus, although the shareholders of the wholly owning parent company need not file a shareholder representative lawsuit against the directors of the wholly owning subsidiary in order to preserve the assets of the wholly owning subsidiary, this is a matter of whether the so-called "second derivative lawsuit" is recognized (see Supreme Court Decision 2003Da49221, Sept. 23, 2004). It is not a matter of whether the two derivative lawsuit under the current Commercial Act is recognized (see Supreme Court Decision 2003Da49221, Sept. 23, 2004). It is separate that the plaintiffs dispute the constitutional complaint due to legislative omission (see Supreme Court Order 2002Da116, Aug. 27, 2002). Thus, it cannot be deemed that the plaintiffs who became a wholly owning parent company have standing to sue in the lawsuit of this case against the defendants.

(4) Therefore, the subject clause of this case is only meaningful to confirm the contents of this case. Even if the above provision is unconstitutional, the plaintiffs' lawsuit of this case is not unlawful since they lost their status as shareholders of foreign exchange banks. Accordingly, the plaintiffs' assertion on this part is not acceptable.

B) Next, we examine the argument that the instant provision should be interpreted constitutionally.

When multiple interpretations of a certain legal provision are possible, in principle, interpretation shall be made to the extent possible in accordance with the Constitution in light of the language and purpose of the legal provision (see, e.g., Constitutional Court en banc Decision 89Hun-Ma38, Jul. 21, 1989). However, the subject provision of this case provides that “within the extent possible in light of the language and text of the legal provision.” However, there is no doubt to interpret the subject provision of this case, which provides that “where a person does not hold shares issued, he/she shall not hold shares issued.” The subject provision of this case provides that “where he/she does not sell shares with free will and does not hold shares issued, it goes beyond the objective limit of the text.” The Plaintiffs’ assertion on this part is rejected.

3. Conclusion

All of the plaintiffs' lawsuits against the defendants are dismissed.

[Attachment]

Judges Jeon Soo-tae (Presiding Judge)

1) Only the general partner (hereinafter referred to as “GP”) bears unlimited liability and the rest of the LP (hereinafter referred to as “LP”) takes limited liability only within the scope of equity interest. Generally, the general partner has expertise in managing the fund, carries out the daily business of the fund, unlimited liability for partnership activities, while the limited liability partner is only a passive investor who does not actively participate in the management of the fund, and is liable within the investment limit with respect to the investment risk arising from partnership activities.