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

A. On December 21, 2001, the Plaintiff purchased the overseas convertible bonds issued by XX (hereinafter referred to as “ XX”) from 00 won ($ 000), and from 00 on May 30, 2003 ($ 000) from 94,800 on August 3, 2005, and converted this into 94,800 common shares.

B. From 2005 to 2006, the Plaintiff transferred 73,413 shares out of the above shares and left 21,387 shares. On March 20, 2006, the Plaintiff concluded an all-inclusive share swap contract (hereinafter “the instant share swap”) with 1,194,162 shares out of the new shares issued by OO on May 31, 2006 (hereinafter “the instant shares”) and 21,387 shares owned by it.

[Stock Contract]

§ 1. (Methods of Blanket Share Swaps)

② O becomes a complete parent company of XX through an all-inclusive share swap and is a complete subsidiary of O.

Article 2 (Share Swap Date)

The shareholders of the OO and XX shall be subject to the approval under the provisions of section 15, on May 31, 2006, the date of share swap betweenO and XX.

Article 3 (Total Amount of Capital and Reserves to be Increased)

(1) The capital of theO increased by a share swap shall be 000 won.

① The share swap ratio between O and XX is 1:55.83592. Accordingly, the O shall issue new shares of 28,713,901 shares to the shareholders listed in the register of shareholders as of the date of share swap to the shareholders listed in the register of shareholders of XX, and deliver them to the shareholders of XX, in accordance with their respective shareholding ratio.

(3) The total number of new shares issued pursuant to paragraph (1) and the capital increase pursuant to paragraph (1) of Article 4 may be reduced by exercising the appraisal rights of shareholders in XX opposing share swap.

(4) It is deemed that there is no grant for share swap to shareholders in XX due to share swap.

C. The accounting firm delegated by theO assessed the O’s stocks as KRW 00 per share under the Securities Transaction Act at the time of the instant stock exchange.

D. As a result of the investigation of capital gains tax and gift tax against the Plaintiff, the director of the Central District Tax Office: (a) deemed that the Plaintiff received a gift from the existing shareholders of theO, and notified the Defendant of the taxation data by deeming that the amount equivalent to the difference between the value assessed by the Plaintiff pursuant to Article 63 of the Inheritance Tax and Gift Tax Act (hereinafter “the Inheritance Tax and Gift Tax Act”) and the value of KRW 000,000,000, which is the actual transaction value per share at the time of share swap of the instant case, was the difference between KRW 1.194,

E. On January 8, 2010, the Defendant imposed a gift tax of KRW 000 on the Plaintiff according to the above notification (hereinafter “instant disposition”).

F. The Plaintiff appealed and filed an appeal on April 5, 2010, but the Tax Tribunal rendered a decision to dismiss the appeal on October 6, 201.

[Ground of recognition] Facts without dispute, Gap evidence 1, Gap evidence 2-1, Eul evidence 1-6, Eul evidence 1-6, the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

In full view of the following, the instant disposition, which was imposed on the difference between the stock assessment value under the Securities and Exchange Act and the stock assessment value under the Inheritance Tax and Gift Tax Act as the donated property, is unlawful

1) The Inheritance Tax and Gift Tax Act stipulates that no gift tax shall be levied on the merger of listed companies, etc. under the Securities and Exchange Act. The Securities and Exchange Act applies mutatis mutandis to all-inclusive share swap.

2) Unless there exist special circumstances, the appraised value of the instant shares calculated by an outside appraisal organization pursuant to the relevant provisions, such as the Securities and Exchange Act, shall be deemed to be the market value at the time of the instant exchange or the neighboring value, as such, as it is difficult to deem that the pertinent appraisal value or exchange

3) In addition, the existing shareholders of theO only approved the fairly calculated O's share evaluation value, and cannot be deemed to have the intention of donation to them.

(b) Related statutes;

It is as shown in the attached Table related statutes.

C. Determination

According to the provisions of Article 190-2(2) and (1) of the Securities and Exchange Act, Article 84-7 of the Enforcement Decree thereof, and Article 36-12 of the Enforcement Rule thereof, the Securities and Exchange Act regulates all requirements and procedures, such as the appropriate ratio of share swap, by applying mutatis mutandis the procedures for all-inclusive share swap. In addition, Article 38(1) of the Inheritance Tax and Gift Tax Act and Article 28(1) of the Enforcement Decree thereof provide that a stock-listed corporation or Association-registered corporation under the Securities and Exchange Act and Article 190-2 of the Securities and Exchange Act and Article 84-7 of the Enforcement Decree thereof shall not be regarded as a merger between corporations with a special relationship

As seen earlier, the Plaintiff entered into an all-inclusive share swap contract on March 20, 2006 and acquired the instant shares on May 31, 2006 through the procedure prescribed by the Securities and Exchange Act, etc. Therefore, the issue in this case is whether the imposition of gift tax on the instant shares that undergo such procedure is illegal, and the instant disposition is lawful in light of the following various circumstances, etc.

1) An all-inclusive share swap is similar to a merger in that the existing company (parent company) acquires all shares issued by another existing company (subsidiary company) from the shareholders of the existing company (subsidiary company), and the shareholders of the subsidiary company become shareholders of the parent company after being allocated new shares of the parent company. The shareholders of the subsidiary company undergo certain procedures prescribed in the Commercial Act, such as approval of the shareholders' general meeting, and the merger takes effect in that two companies continue to exist as the parent company and the subsidiary company. Considering this fact, the Securities and Exchange Act also provides that the Association-registered corporation shall comply with the provisions on merger in cases where the Association-registered corporation performs an all-inclusive share swap with another corporation. However, from the perspective of the shareholders of the company or the parent company, there is no substantial difference between the shares of the subsidiary company and the shares of the parent company and the shares of the parent company. Therefore, the legal nature of the shares transfer cannot be viewed as a merger that is comprehensively transferred and accepted by two or more companies as one company.

2) In particular, the interpretation of tax laws and regulations should be interpreted as a legal interpretation, barring special circumstances, barring special circumstances, and it is not permitted to expand or analogically interpret without reasonable grounds, even if the exchange of shares of this case had substance similar to that of the merger, so long as the Plaintiffs shared the shares of this case at a price lower than the market price, it constitutes Article 39(1)1 (c) of the Inheritance Tax and Gift Tax Act.

3) Article 39(1)1 (c) of the Inheritance Tax and Gift Tax Act provides that where shares are acquired at a price lower than the market price, the difference shall be deemed as a donation in order to ensure fairness and transparency in the terms and conditions of all-inclusive share swap, and Article 39(1)1 (c) of the Inheritance Tax and Gift Tax Act provides that where new shares are received at a price lower than the market price, according to the said Inheritance Tax and Gift Tax Act, if new shares are allocated at a price lower than the market price, it shall be deemed as donation. Therefore, even if the exchange value of the shares in this case was calculated in accordance with the Securities and Exchange Act and there was no awareness of the interest of donation to the Plaintiffs,

4) The value of the property subject to the gift tax under the Inheritance Tax and Gift Tax Act is based on the market price as of the date of donation (Article 60(1) of the Inheritance Tax and Gift Tax Act) and the value appraised by the method of assessment under Article 63(1)1(a) and (b) of the Inheritance Tax and Gift Tax Act shall be deemed the market price. In this regard, the gains under Article 39(1) of the Inheritance Tax and Gift Tax Act shall be calculated on the basis of the date of payment of share price (in cases of share swap, based on the interpretation of Article 29(4) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act, and based on the date of resolution of the board of directors and the date of share swap in relation to the total exchange of shares in the Securities and Exchange Act (Article 190-2 of the Securities and Exchange Act, Article 84-7(1) of the Enforcement Decree thereof, and Article 36-12(1) of the Enforcement Rule of the Inheritance Tax and Gift Tax Act are merely based on the resolution at the market price at the time of share swap, and it cannot be determined as the Plaintiffs’ price.

3. Conclusion

Therefore, the plaintiff's claim is dismissed as it is without merit. It is so decided as per Disposition.