(a) Method of appeal against the decision of rejection of the company reorganization plan by the appellate court;

B. The meaning of "if there is a cause for bankruptcy" under Article 129, Paragraph 3 of the Company Reorganization Act and the point of its determination

(c) The objective criteria for appraising the company's assets under Article 177 of the above Act;

(d) Whether the assessment is effective, in case where a court administrative officer, etc. fails to participate in the assessment in violation of Article 177 of the Act at the time of the assessment of property by the receiver;

A. With respect to the decision of the appellate court on the approval of the corporate reorganization plan, only the special appeal under Article 420 of the Civil Procedure Act shall be permitted pursuant to Articles 11, 237(4), and 8 of the Company Reorganization Act.

B. "When there is a cause for bankruptcy" under Article 129 (3) of the above Act refers to the case where the total amount of liabilities exceeds the total amount of assets of the company. In other words, the evaluation time of the company's property at the time of the commencement of reorganization proceedings, namely, the evaluation of the value of the company's property as of the time of the commencement of reorganization proceedings and the determination of the stockholder's voting rights in advance, and the balance between the reorganization security holder and the security holder, and it is reasonable to conform

C. In the appraisal of company's property pursuant to the provision of Article 177 of the above Act, the objective criteria for the appraisal shall be the so-called continuing value, which is the value assessed on the premise of the maintenance and rehabilitation of the company, i.e., the continuation of the company, and the liquidation value premised on the dissolution and liquidation of the company, i.e., the dissolution and disposal of the company. Thus, the continuing corporate value shall not be based on the disposal value of the individual property, not on the basis of the disposal value of the individual property. Since the profit-making value depends on the profitability of the company, the method of appraisal of the profit-making value by the profit-generating method can be deemed a standard method according to the type and characteristics of the property, but it is sufficient

D. Article 177 of the above Act provides that a court administrative officer, etc. shall participate in the property evaluation by a custodian to ensure the fairness of the property evaluation. Therefore, if the property evaluation conducted by a custodian is deemed appropriate and reasonable, the validity of the evaluation cannot be denied solely on the ground that there was no participation of the court administrative officer, etc. at the time of the property evaluation.

(a) Articles 8, 11, and 237(4) of the Company Reorganization Act; Article 129(3)(d) of the Company Reorganization Act; Article 117 of the same Act; Article 420 of the Civil Procedure Act

Supreme Court Order 88Ma266 Dated July 25, 1989 (Gong1990, 341 Dated December 23, 1989)

Seoul High Court Decision 201Na1488 delivered on August 1, 201

Reorganization Company Korea National Land Development Corporation

Seoul High Court Order 89Ra92 dated October 22, 1990

The special appeal is dismissed.

The grounds for special appeal are examined.

1. As to the appellate court's decision as to the approval decision of the company reorganization plan, only special appeal under Article 420 of the Civil Procedure Act shall be permitted pursuant to Articles 11, 237 (4), and 8 of the Company Reorganization Act (see, e.g., Supreme Court Order 88Ma266, Jul. 25, 1989; Supreme Court Order 89Ma879, Dec. 23, 1989). Thus, the reappeal of this case shall be considered as a special appeal.

Point 1

According to the provisions of Articles 129(3) and 205 of the Company Reorganization Act, if there is a fact that is a cause of bankruptcy in the company, shareholders do not have voting rights, so it is unnecessary to obtain the consent of shareholders even in adopting the reorganization programs at the meeting of interested persons. The facts which are the cause of bankruptcy refer to the case where the total amount of liabilities of the company exceeds the total amount of assets.

However, at the time of determining whether the company's assets are in excess of the debt, there are many opinions including the starting facilities of reorganization proceedings and the preparing facilities of reorganization programs. However, in Articles 177 and 178 of the Company Reorganization Act, the administrator without delay evaluate the value of the company's assets after the commencement of reorganization proceedings, and accordingly demands that the company prepare the list and balance sheet at the time of the commencement of the proceedings. Even before the formulation of the reorganization programs under Articles 164 (2) and 169 of the same Act, shareholders who are unable to exercise voting rights are not summoned at the meeting of interested persons and are subject to objection, and the security is limited to the scope of secured rights existing in the company's assets at the time of the commencement of the reorganization proceedings, and claims exceeding the value of the security rights are considered as reorganization claims, so that the scope of the security rights is finalized at the time of the commencement of the reorganization proceedings, as well as the nature of the liquidation proceedings at the time of the commencement of the reorganization proceedings, it is reasonable to evaluate and maintain the shareholders' rights in advance.

In this regard, the court below's determination that the company in question was in excess of its obligation by the evaluation as of the time of commencement of reorganization proceedings is just and there is no error of law as to interpretation and application of the law like the theory of lawsuit, and according to the records, it can be seen that the company was still in excess of its obligation based on the revised balance sheet and the revised balance sheet reflecting the confirmed contents after the commencement of the reorganization proceedings, which was the basis of the preparation of the reorganization programs, and the foreign debt reported after the completion of the reorganization proceedings, and the foreign debt reported after the commencement of the proceedings. Thus, there is no argument

Point 2 and 3

(1) The administrator of the reorganization company shall evaluate the company’s properties pursuant to the provisions of Article 177 of the Company Reorganization Act and, accordingly, prepare the list of properties and balance sheets as stipulated in Article 178 of the same Act. As such, the preparation of the list of properties and balance sheets as stipulated in Article 178 of the same Act is not carried out separately regardless of the property appraisal under Article 177 of the same Act.

However, in the appraisal of company's property pursuant to the provisions of Article 177 of the above Act, the objective criteria for the appraisal shall be the so-called continuing value, which is the value that is the value that is the value that is the value that is the value that is the value that is the value that is the premise of the continuation of the company, and shall not be the value that is the liquidation value that is the premise of the dissolution and liquidation of the company, that is, the dissolution and disposal of the company. Thus, since the continuing corporate value depends on the profitability of the company, the method of appraisal of profits by the profit reduction method is the standard method, depending on the type and characteristics of the property, it can be said that the objective value can be expressed in view of the continuity of the company, even if the method of appraisal

According to the reasoning of the order of the court below, pursuant to Article 31 (1) of the Commercial Act, which was enforced at the time of the commencement of reorganization proceedings on February 28, 1984, the administrator of the reorganization company, A.I.D. shall make a property list at the time of the commencement of reorganization proceedings and shall consider the acquisition value and book value as an objective value in light of the price at the time of acquisition, price at the time of the commencement of the reorganization proceedings, corporate accounting practices, etc., and maintain the evaluation of the amount of KRW 6,981,920, and maintain it. The above explanation of reasons is not insufficient, but it is clear that the acquisition value and book value are the same as the objective value under the premise of the continuation of the company even at the time of commencement of the reorganization proceedings, and thus, it is not erroneous as a theory of lawsuit.

In addition, if the acquisition agreement was reached on September 1986 between the Korea Commercial Bank and the Korea Commercial Bank and the Korea Commercial Bank, it is found that the Seoul Transport Corporation included the five reorganization companies in addition to the five reorganization companies under the reorganization plan of this case, but the above Seoul Transport Corporation has a relatively small size of its property, and it does not affect the increase of its assets as a major shareholder, in particular, as the total assets are 15.1 billion won and the value of the land of the double fixed assets is 5.1 billion won, and the total assets are 3,134 billion won and the total assets are 5.1 billion won, and the value of the double fixed assets is 3,134 billion won and the total assets are 56.1 billion won, and it is recognized that the value based on the disposal is the excess of the debt.

(2) In addition, this argument argues that the above property evaluation conducted by the administrator without the presence of the court administrative officer, etc., and thus, it is unlawful. However, Article 177 of the Company Reorganization Act provides that the person who participated in the property evaluation conducted by the administrator shall ensure fairness in the property evaluation. As long as the property evaluation conducted by the manager is deemed reasonable and reasonable as seen above, the validity of the evaluation cannot be denied solely on the ground that the person who did not participate by the court administrative officer, etc. at the time of the property evaluation. In addition, the reorganization plan in this case is not based only on the property evaluation conducted by the administrator, but also on the records that it was recognized as based on the evaluation materials that conducted the correction. Thus, it cannot be deemed that there was an error, such as the theory of lawsuit by the administrator, which affected the approval decision of the reorganization plan.

In addition, the argument should include the amount equivalent to the interest accrued from the acquisition of fixed assets in the assets, but in corporate accounting, unlike the tax laws, the amount equivalent to the interest accrued from the acquisition of the fixed assets should not be necessarily included in the cost for acquisition of fixed assets, as well as the long-term loan on the balance sheet of the reorganization company is used directly for the acquisition of fixed assets or the occurrence of the interest was made in the construction period until the acquisition of assets is completed, so the theory of lawsuit cannot

In addition, the issue is that the total amount of the liability amount of 17,357,58,766,965 won as calculated error and the total amount of the liability amount of 17,357,58,766 won is illegal. However, even if the total amount of the liability amount is calculated, the total amount of the liability amount of 17,334,838,232 won is not more than the total amount of the assets amount of 17,334,832 won, and according to the revised balance sheet (record 4,3023), the total amount of the assets amount of 13,225,224,200 won is more than the total amount of 18,770,221,000 won and the total amount of the liability amount of 18,54,97,000 won is more than the total amount of 5,574,97,000 won.

In addition, even if the amount of 5.73% equivalent to the current value of the fixed deposit interest rate after 30 years, the total amount of 1,280,439,50 won should be considered as the liability for the payment of only 73,369,183 won, which is the current value of the fixed deposit interest rate after 30 years, is illegal. However, even if the above current value is considered as the liability as the liability, such as the theory of the lawsuit, even if the above current value is considered as the liability, it cannot avoid the excess of the liability in light of the above amount of the liabilities under the revised balance sheet as seen above, the theory of the original

(3) Ultimately, we do not agree with the judgment of the court below that there is an error in the misapprehension of legal principles as to appraisal of property under Article 177 of the Company Reorganization Act, incomplete hearing, and omission of judgment.

Point 4

According to the records, the court below recognized that the company of this case, as a special appellant, was in a state of bankruptcy due to the deterioration of financial structure due to his insolvent management and variable financing, and decided to retire all shares without paying new shares to special appellant pursuant to Article 122 (2) of the Company Reorganization Act is just in the reorganization plan of this case, and judged that even if new shares are allocated only to the Korean commercial bank, which is the senior creditor, as a reorganization creditor, even if new shares are allocated to the Korean commercial bank, the senior creditor cannot be deemed to be against the fairness and fairness, and there is no error of misconception of the fact that the judgment of evidence has been completed or application of the law has been completed. The argument on this issue is groundless.

Point 5

According to the records, five reorganization companies, including the principal company, are all engaged in the general tourist recreation business, such as condominiums and golf course businesses, and each of the facilities of several companies are mixed within the same region, and thus, there is a high correlation between their business activities. Thus, the court below's decision that the reorganization program combined with the five companies cannot be viewed as lacking rationality, and the above merger plan was made for the purpose of depriving shareholders of their rights, and there is no error of law such as the theory of lawsuit. This issue is without merit.

2. Therefore, the special appeal is dismissed. It is so decided as per Disposition by the assent of all participating Justices.

Justices Song Man-man (Presiding Justice)