The judgment below

The part against the Defendants is reversed, and that part of the case is remanded to the Seoul High Court.

The grounds of appeal are examined.

1. Regarding the plaintiffs' grounds of appeal

A. As to the ground of appeal No. 1, Article 125(1) main text of the Financial Investment Services and Capital Markets Act (hereinafter “Capital Markets Act”) provides that any person falling under any subparagraph of Article 125(1) of the said Act shall be liable for damages incurred by a purchaser of securities due to a false description or representation of a material fact in a registration statement (including a corrective registration statement and accompanying documents; hereinafter the same shall apply) and an investment prospectus (including a preliminary investment prospectus and a short-form investment prospectus; hereinafter the same shall apply) or an omission of a material fact therein.

Article 125 of the Financial Investment Services and Capital Markets Act (hereinafter “Capital Markets Act”) separates the requirements for disclosure in the market for securities and the requirements for disclosure in the market for securities. Article 125 of the said Act specifically sets the requirements for damages and the scope of damages, which is stipulated in the Act to protect investors participating in the market for securities by converting the burden of proof to enforce liability, and Article 3 Section 1 of the said Act refers to all subscription for the acquisition or purchase of securities in the market for securities. Thus, it is natural to regard “when offering an offer for acquisition” as the time when determining the malicious intent of an acquirer of securities under the proviso to Article 125(1) of the said Act, which belongs to the same Chapter, as the time when offering for the acquisition or purchase of securities in the market for securities, is to be considered as the time when offering for the acquisition or purchase of securities in the market for securities, regardless of whether the person who acquired the securities in the market for securities distribution can be held liable for damages under the Civil Act due to false descriptions in the registration statement and the investment prospectus.