Where stocks, etc. of a corporation which is not a stock-listed corporation, have been acquired by exercising the stock option, and thereafter have been transferred again, time of exercising the stock option.

Where a person who has received stock options from a corporation with a special relationship under Article 87 of the Enforcement Decree of the Corporate Tax Act with respect to the stocks, etc. of a corporation which is not a stock-listed corporation exercises the stock options, such profits shall be taxed as earned income under Article 20(4) of the former Income Tax Act (amended by Act No. 9897, Dec. 31, 2009; hereinafter the same shall apply) and Article 38(1)17 of the former Enforcement Decree of the Income Tax Act (amended by Presidential Decree No. 21301, Feb. 4, 2009; hereinafter the same shall apply) on the difference between the time when the stock options are exercised and the market value of the stocks at the time of exercising the stock options. Accordingly, the time when the person who received the stock options from a corporation which is not a stock-listed corporation transfers the stocks at the time of exercising the stock options shall be deemed as capital gains from the date when the stock options are exercised, and the time when the stock options are exercised shall be deemed as the difference between the market value of the stock options.

Article 87 of the Enforcement Decree of the Corporate Tax Act, Article 20(4) (see current Article 20(3)), Article 94(1)3(c) (see current Article 94(1)3(b)) of the former Income Tax Act (Amended by Act No. 9897, Dec. 31, 2009); Article 38(1)17 of the former Enforcement Decree of the Income Tax Act (Amended by Presidential Decree No. 21301, Feb. 4, 2009)

Plaintiff (Law Firm continental Aju, Attorneys Lee In-chul et al., Counsel for plaintiff-appellant)

The director of the tax office.

Seoul Police Agency Decision 2012Guhap10215 decided October 19, 2012

July 17, 2013

1. Revocation of the first instance judgment.

2. The Defendant’s imposition of global income tax of KRW 422,320,920 (including additional tax of KRW 95,244,620) against the Plaintiff on April 1, 2010, which exceeds KRW 146,587,030 (including additional tax of KRW 33,059,280) shall be revoked.

3. All costs of the lawsuit shall be borne by the defendant.

The same shall apply to the order.

1. Details of disposition;

A. On July 1, 2006, the Plaintiff became a member of the Human Entertainment Korea Co., Ltd. (hereinafter “Ttain Korea”) and received on December 12, 2006, 300,000 U.S. dollars for a common share of 300,000 U.S. dollars per share (hereinafter “$”) from 1 U.S. dollars (the event period: 200,000 from January 1, 2008, from January 1, 2009, or from January 1, 2010 to January 1, 2010).

B. On March 4, 2008, the Plaintiff, who was in office as the head of the management support office, submitted an application for stock option with respect to 100,000 common shares of Putain (hereinafter “instant shares”), acquired shares (hereinafter “instant shares”), and reported and paid KRW 90,643,220 per share transfer income tax to the Defendant based on its determination that the instant shares were the chief director in charge of finance in Korea, who was the highest financial manager (CFO) on April 4, 2008, and was in fact in charge of the financial affairs of Putain (hereinafter “Nonindicted 1”), and sold the instant shares to USD 11.41 per share (hereinafter “instant transfer”).

C. From December 28, 2009 to January 20, 2010, the Defendant conducted a tax investigation with respect to global income tax on the Plaintiff. As a result, the Defendant exercised the stock option on April 1, 2010 to the Plaintiff, not March 7, 2008, but thereafter March 24, 2008, and did not report earned income (the difference between the market price at the time of exercising the stock option and the actual purchase price) out of the profits generated in the course of exercising the stock option, the Defendant deemed that the market price of the instant shares at the time of exercising the stock option was 1.41 US dollars per share, which is the transfer price of the instant shares, and deemed that the market price at the time of exercising the stock option was 1.41 US dollars ($ 949.30/$ 949), 2020, 920 won (including additional tax calculated on March 7, 2008, 2008; 308 won (including additional tax calculated on KRW 9205,2464.364).7).36

D. On June 29, 2010, the Plaintiff, who was dissatisfied with the above disposition, requested a trial to the Tax Tribunal, but the claim was dismissed on December 26, 201.

[Reasons for Recognition] : Facts without dispute, Gap's evidence 1, 2, 3, 22, Eul's evidence 1, the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

The Plaintiff exercised the stock option on March 7, 2008, and there was no expected price for the stock transaction at the time, and when determining the market price on the date of exercising the stock option, the transaction price after the date of exercising the stock option cannot be applied to the market price. The market price of the instant shares is KRW 4,409 per share ($ 4.64), which is the price calculated according to the supplementary assessment methods stipulated in the Inheritance Tax and Gift Tax Act (hereinafter “Supplementary assessment methods”). Accordingly, the wage and salary income should be calculated on the basis thereof. Therefore, the instant disposition that deemed the time of exercising the stock option as March 24, 2008, and reported the transfer price of the instant shares at the market price of the instant shares is unlawful.

B. Relevant statutes

[Attachment] The entry is as follows.

C. Facts of recognition

1) On December 27, 2007, Nonparty 2 (hereinafter “Nonindicted 2”) who participated in the establishment of the principal office and was an executive officer of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office and the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office of the principal office.

However, the KON’s attraction of overseas funds did not disappear, and EON closed its business on February 16, 2009, and on October 14, 2008, Nonparty 2 opened a list of shareholders in the name of Nonparty 2 with respect to 140,000 shares out of 280,000 shares sold by Nonparty 2 on October 14, 2008. Nonparty 2 attempted to list the shares in the U.S. around the time of the transaction between Nonparty 2 and the KON’s investment. Nonparty 2 had a provision that reserving the right to purchase 70,00 shares in the KON by 180 days before listing the U.S. MON, but Nonparty 2 had a provision that reserving the right to purchase 70,00 shares in the KON’s investment in Korea (Evidence No. 4), and LON’s attempt to list the shares in the U.S. around early 208.

2) On January 18, 2008, Tents intended to enter into a contract with the non-party 2 to purchase USD 520,000 per share of USD 5.57 per share, but did not enter into the contract according to the opinion of the advisory lawyer who was not able to own its own shares according to the pertinent system (Evidence 8). Accordingly, the contract structure was to be modified, and the non-party 1, who had been in charge of the settlement of the accounts with the Principality Korea, purchased the contract directly from the non-party 2 on March 4, 2008 on May 57, 200 per share of USD 520,00 per share under the aforesaid condition (Evidence 9) with the non-party 200 per share of USD 5.57 per share from the time of the establishment of the contract with the non-party 20 per share of USD 400 per share after acquiring the relationship with the non-party 200 per share of USD 28.66.

3) We wish to cooperate through strategic alliances related to all games developed by us and through the establishment of a joint venture corporation in China in order to secure the right to sell games, which have been developed by us to distribute to China (hereinafter “NI”), with a view to securing the right to sell games produced in Korea. Furthermore, for the same reason, I came into contact with us for this reason, and completed legal history and financial history of us and financial history from March 10, 2008, starting from the date of March 19, 2008, and ending up with us’s legal history and financial history.

4) Furthermore, through the law firm Sejong, who was in charge of the legal history around March 27, 2008, sent to Nonparty 1 a general share sales contract (the draft), the Preferred A sales contract (the draft), and the Preferred B acquisition contract (the draft) made on March 24, 2008. The price per common share shall be 11.41 dollars, but at the time of the contract, 50% (5.705 dollars per share) shall be paid at the time of the contract, and 50% of the transaction amount shall be 25,00,000 dollars. Furthermore, at the time of the signing of the draft contract, Nonparty 1 and the Plaintiff’s shares were purchased under the above conditions as above, but Nonparty 1 tried to purchase the shares from Nonparty 4 and the Plaintiff’s shares to be purchased from Nonparty 1 and the Plaintiff’s shares to be purchased from Nonparty 4 (the purchase price for Nonparty 1 and the Plaintiff’s shares to be purchased from Nonparty 1 and the Plaintiff’s shares to be purchased from Nonparty 4.

5) On April 16, 208, 2008 after revision of the terms and conditions of a part of the transaction through negotiations with A.I.D., it convened a board of directors and a general meeting of shareholders on April 16, 2008, under the premise that the P.C. 3,031,232 P.C. conditional (25,000 US dollars) for the P.C. 3,031,232 P.C. (hereinafter “CC”) is above 25,000, but under the condition that the P.C.’s net profit was returned to 25,000,000 US dollars at the time of the fulfillment of the terms and conditions, the price per share was at least 4.40 US dollars at the time of the fulfillment of the conditions, which was at least 4.40 US$ 65,12.65, each share, and that the P.A. P. P. 141, each common share was not subject to a 14.

6) On April 18, 2008, Qutain entered into an issuance contract withCC, and on April 23, 2008, the common shares and Preferred Shares were purchased and reduced to 11.41 per share from shareholders on April 23, 2008. During that process, Nonparty 1 sold the instant shares and 520,000 shares received from Nonparty 2 in USD 11.41,00, and the details retired all the shares. Furthermore, on April 22, 2008 and April 23, 2008, throughCCT, paid USD 33,335,82.8, the capital increase in Preferred Shares through the subsidiary company.

7) Related lawsuits

A) On October 23, 2009, Nonparty 2 filed a lawsuit with the Seoul Central District Court (2009Gahap120851) seeking return of USD 3,036,80,00, etc. from the transaction between Nonparty 2 and Nonparty 1 on the ground that the cause for filing a claim for damages arising from the delegation contract or tort was the cause for filing a claim for damages under the delegation contract or tort.

B) On September 16, 2010, the Seoul Central District Court dismissed Nonparty 2’s claim on the ground that “No evidence exists to acknowledge that there was a contract under which Nonparty 2 delegated Nonparty 1 to sell the pertinent shares to a third party, and Nonparty 1 did not notify Nonparty 2 of a new investment that cannot be deemed to have been determined definitely, and thus cannot be deemed to constitute a deception.”

C) On October 27, 2010, Nonparty 2 appealed to the Seoul High Court (2010Na113498). On July 12, 2011, Nonparty 1, etc. and Nonparty 2, which concluded the adjustment that “Nonindicted 1, etc. shall pay USD 120,000 to each of the Nonparty 2” (where the amount following the adjustment is combined with the transaction price on March 4, 2008 between Nonparty 2 and Nonparty 1, the transaction price per share falls under USD 5.80, and Nonparty 1 testified that he would pay the adjustment amount in consideration of legal expenses, etc. at the first instance trial).

D) Meanwhile, the head of Yongsan District Tax Office imposed KRW 1,217,60,100 on Nonparty 1 on the transaction between Nonparty 2 and Nonparty 1. On the other hand, Nonparty 1 filed a lawsuit seeking revocation (Seoul Administrative Court 2012Guhap10970) and won on November 16, 2012 at the Seoul Administrative Court (Seoul Administrative Court 2012Guhap10970). The appeal by the head of Yongsan District Tax Office on May 24, 2013 was dismissed at the appellate court (Seoul High Court 2012Nu39577), and the final appeal is pending in the Supreme Court (Supreme Court 2013Du1994).

8) On December 31, 2008, the Plaintiff retired from Korea.

9) Nonparty 1 stated on January 14, 2010 and January 19, 2010 in the course of the National Tax Service’s tax investigation as follows.

On March 7, 2008, the Plaintiff’s use of the Stockholm option was made retrospectively by her working person, and she was terminated, and she was wanting to dispose of shares by exercising Stockholm option at the time when she received the draft contract from her working person on March 24, 2008. The Plaintiff was aware of the fact that she was born to her working person as the head of the management support office in the past, and the draft of the contract was followed by the second written agreement before the complete revision of the draft contract from Pacific Law, and then sought a understanding by her phone to her vice president before the complete revision of the draft contract from Pacific Law Firm, and then mentioned it at the time of Nonparty 5’s business trip around April 2, 2008. The Plaintiff was aware of the investment facts of Nain and the approximate value per share.

10) On April 1, 2010, according to the statement made by Nonparty 1, the Defendant deemed that the Plaintiff exercised the stock option after March 24, 2008, and accordingly, deemed the transfer price of the instant shares to be the market price and disposed of the instant disposition.

11) The trading status of the main contents of shares at the time when the Plaintiff exercised the stock option as seen earlier is as follows.

(1) On December 27, 2007, the repurchase agreement of 280,000,000 ordinary shares transfer on December 18, 2008, and the repurchase agreement of 520,005,264 Won (5,57$) (3) on March 4, 2008, an ordinary share transfer of 520,005,264 Won (57$) on March 18, 2008, the sale of 520,005,264 Won (57$2) on March 7, 2008 (4) shares acquisition by non-party 20,00,004,004,40,004,40,000 Won ($64.645) on March 7, 2008, the sale of shares of this case ($36,201,36.14.21,201,36.4.21,201,214.24) on April 201,

12) We considered business losses as of June 2010. Accordingly, even though you demanded to return USD 25,00,000 to Ten, I agreed to return KRW 14,000,000, which is a part of the amount due to the shortage of capital, and the remainder agreed to substitute for receiving the down payment of KRW 25,00,000,000, which is part of the amount due to the shortage of capital, and the down payment of KRW 200,000,00,000, which is part of the amount. The rest agreed to substitute for receiving the down payment of the online game “Ohye 2” and “Ohye 2”. The business losses continue thereafter, but was dissolved

[Ground for Recognition] : Statement in the absence of dispute, Gap's evidence Nos. 2, 4-10, 14, 15, 18, 23, 24, 26, 31, 32, 36, 37, 40, 41, 47, 48, Eul's evidence Nos. 2, 3, 4, 10 (including family numbers; hereinafter the same shall apply), testimony of non-party 5 witness of this court, the purport of the whole pleadings.

D. Determination on the timing of exercising the stock option

1) Where a person who received stock options from a related corporation under Article 87 of the Enforcement Decree of the Corporate Tax Act with respect to the stocks, etc. of a corporation which is not a stock-listed corporation exercises the stock options, such profits may be taxed as earned income pursuant to Article 20(4) of the former Income Tax Act (amended by Act No. 9897, Dec. 31, 2009; hereinafter the same shall apply) and Article 38(1)17 of the former Enforcement Decree of the Income Tax Act (amended by Presidential Decree No. 21301, Feb. 4, 2009; hereinafter the same shall apply) on the difference between the stock option and the market price at the time of exercising the stock options at the time of exercising the stock options, and where the difference occurs as a result of transferring the stocks acquired by exercising the stock options thereafter, it may be taxed as capital gains pursuant to Article 9

Therefore, as in the instant case, in cases where a person who received a stock option for the stocks of a non-listed corporation acquires the stocks by exercising the stock option and then transfers the stocks again, the profits accrued until the time of exercising the stock option shall be regarded as earned income, and the profits accrued from the increase in the stock price thereafter shall be imposed as a basis for classifying the profits as capital gains. Furthermore, according to Article 20(4) of the former Income Tax Act and Article 38(1)17 of the former Enforcement Decree of the Income Tax Act, profits arising from the exercise of the stock option shall be calculated as the difference between the market price at the time of exercising the stock option and the actual purchase price at the time of exercising the stock option. As such, in that the market price at the time of exercising the stock option differs depending on the time of exercising the stock option, the time of exercising the stock option is more important factor in calculating the wage and salary income (in particular, as the stock option was exercised based on the USSSSSSSS, and as a result, it is reasonable to regard the profits accrued until the date of exercising the stock option as the corporation.

On the other hand, the tax authority is responsible to prove the legitimacy of taxation, so the time when the stock option was exercised in this case must be attested by the defendant.

2) First, we examine whether the Plaintiff exercised the stock option after March 24, 2008. The Defendant deemed that the Plaintiff exercised the stock option after March 24, 2008 on the ground of Nonparty 1’s statement notwithstanding the statement, etc. as set forth in subparagraph 12.

However, the testimony of Non-Party 1 as witness of the court of first instance is insufficient to recognize that the Plaintiff exercised the stock option after March 24, 2008, and there is no other evidence to acknowledge this otherwise. Rather, in light of the following circumstances, the above-mentioned facts and the statement of evidence Nos. 11, 12, 14, 15, 17, 18, 19, 43, 44, 48, 53, 60, 61, and the statement of evidence Nos. 3, 5, and 61, and the statement of evidence Nos. 11, 12, 14, 17, 18, 43, 44, 58, 60, and 61,

① On March 7, 2008, the Plaintiff confirmed that the date on which he issued new stocks by exercising the stock option was March 7, 2008 (Evidence A) in the application form for exercising the stock option (Evidence A1), the book of its shareholder registry (Evidence A12), and the book of its board of directors (Evidence A17) and the book of its board of directors was confirmed to have exercised the stock option on March 7, 2008 (Evidence A19) (Evidence A). The foregoing document is false, and there is no evidence to deem that the personnel management officer had confirmed false facts.

② Nonparty 1 was the person who was a trading partner several times in relation to the transaction of principal shares, and was the highest financial manager of principal, and was brought a lawsuit from Nonparty 2 according to the transaction with Nonparty 2. Nonparty 1 brought a lawsuit seeking revocation on the gift tax imposed by the head of Yongsan Tax Office. As seen thereafter, both the transaction between Nonparty 2 and Nonparty 1 and the transfer of this case, etc. appears to have been made by lending the name of Nonparty 1 on the principal’s account (the testimony between Nonparty 5 and Nonparty 1). In addition, Nonparty 1’s testimony and testimony made it difficult to exclude the possibility of reflecting his interests, and Nonparty 1’s statement and testimony made after March 24, 2008 cannot be seen as having made an accurate statement or testimony.

③ In the civil lawsuit between Nonparty 2 and Nonparty 1 and the revocation of the imposition of gift tax by Nonparty 1, Nonparty 1 submitted a preparatory document, etc. containing the Plaintiff’s exercise of stock option on March 7, 2008.

④ From January 1, 2008, the Plaintiff was able to exercise the stock option. At that time, the Plaintiff was able to exercise the stock option, and Nonparty 5, who was a director of the Domain Korea, was able to exercise the stock option, and Nonparty 5 gave advice to exercise the stock option immediately at the beginning of the time when the stock option can be exercised. Accordingly, the Plaintiff appears to exercise the stock option of this case on or around March 7, 2008. Although the legal history of the Domain was prior to the beginning of March 7, 2008, the Domain’s stock price was about KRW 4.64 per share, as a supplementary evaluation method, and thus, the Domain’s stock price was 4.64 per share. Moreover, once the Plaintiff exercised the stock option, it cannot be deemed that there was a great incentive to exercise the stock option since it is more likely to have been able to exercise the stock option when there was an increase in the value of the stock by negotiating with the future.

⑤ If, as Nonparty 1’s statement, the Plaintiff exercised the stock option under the influence of Nonparty 1’s drafting of the contract after March 24, 2008, it is difficult to explain the reasons why the Plaintiff, who had been able to exercise the stock option for 200,000 shares from January 1, 2008 to 200,000 shares, was not the entire share of 200,000 shares.

6) In full view of the purport of the entire argument in Gap evidence No. 53, the "Certiber" in the register of shareholders claimed by the defendant is deemed to have been arranged in the order of class according to the mail of sending the plaintiff to his/her agent by entering the register of shareholders.

7) Above all, the Plaintiff and the non-party 6 attorney-at-law of the law firm Sejong around March 14, 2008 are premised on the fact that the Plaintiff had already acquired stocks by exercising stock options (Evidence A60, 61).

In addition, Nonparty 1 stated that Nonparty 5 was aware of the Plaintiff’s exercise of stock option around April 2, 2008 at the time of Nonparty 5’s business trip. However, Nonparty 1 sent to Nonparty 7 attorney on March 27, 2008 (Evidence A No. 14) with reference to Nonparty 5 and the Plaintiff, and on that mail, the contents related to the sale of shares of the Plaintiff and Nonparty 1 were stated in that Nonparty 4 related to Nonparty 5 sent to Nonparty 5, 1, the Plaintiff, and Nonparty 3 on March 20, 208 (Evidence A No. 44), and that the sales contract of the Plaintiff and Nonparty 1 should be prepared separately. Accordingly, the above mail content does not coincide with Nonparty 1’s statement, and this court’s testimony conforms to the contents of Nonparty 5’s testimony at this court.

3) Therefore, the instant disposition that the Plaintiff’s time of exercising the stock option was deemed to have been after March 24, 2008, and calculated and imposed wage and salary income as of that time is unlawful.

As seen earlier, the time of exercising the Plaintiff’s stock option ought to be seen as March 7, 2008. However, whether a disposition is lawful or not is determined depending on whether the period of exercising the Plaintiff’s stock option exceeds a reasonable tax amount. The parties concerned may submit arguments and materials supporting the objective tax base and tax amount until the closing of pleadings at the trial court. When computing a legitimate tax amount to be imposed lawfully by such materials, only the portion exceeding the reasonable tax amount should be cancelled. However, if not, the entire tax assessment should be cancelled. In such a case, the court does not have to ex officio and actively seek a reasonable and reasonable calculation method and do not have a duty to calculate a reasonable tax amount (see, e.g., Supreme Court Decision 94Nu13527, Apr. 28, 195). The Defendant asserted that the time of exercising the Plaintiff’s stock option is later than March 24, 2008, and the Defendant did not exchange and change the grounds within the scope of maintaining the identity of the disposition within the scope of the disposition, and thus, it cannot be seen as the entire market price of the instant disposition.

E. Determination as to whether the transfer price of the instant shares can be the market price

Since the time of exercising the Plaintiff’s stock option cannot be seen as after March 24, 2008, the disposition of this case based on the premise is unlawful. However, based on March 7, 2008, the market price of the shares calculated by the Defendant is added to the legitimate level.

Article 89(1) of the former Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 21302, Feb. 4, 2009; hereinafter the same) provides that "market price" shall be "if, in a situation similar to the transaction in question, there is a price continuously traded with many and unspecified persons other than a person with a special relationship or a price generally traded between third parties who are not a person with a special relationship, the price shall be". However, even if the price is made between a third party, if the price does not properly reflect the objective exchange value of the assets subject to the transaction, the price shall not be deemed as the market price under the above provision, and the burden of proving the market price shall be borne by the tax authority (see Supreme Court Decision 2003Du12493, Oct. 27, 2004). In light of the following circumstances revealed in the above recognition, the transfer price in this case as the market price cannot be deemed as the market price under Article 51(5)5 of the former Enforcement Decree of the Income Tax Act, Article 22 of the Income Tax Act, Article 89(1).

① During the period between March 7, 2008 and April 4, 2008, when the Plaintiff exercised the stock option, there was an important circumstance in which the Plaintiff completed an inspection of the actual condition of Dozine from March 10, 2008 to March 19, 2008, and decided to offer capital for subscription by investing in Dozine and making a decision to offer capital for subscription. On March 24, 2008, there was an important circumstance in which the draft investment contract, which included 11.41 dollars per share of 11.41. Since such circumstance is determined to be an important factor that may cause a difference in the price of shares, the transfer of this case, which was on April 4, 2008, is not a transaction in a situation similar to that of March 7, 2008. Therefore, the transfer price of the shares in this case cannot be deemed as the market price.

② The instant transfer is a transaction in which Nonparty 1, the highest financial manager, and the Plaintiff, mediating the transaction between the Plaintiff and Nonparty 1 to purchase shares. Nonparty 1, in the instant transfer transaction, purchased USD 11.41 per share and sold USD 11.41 per share to Nonparty 1. Thus, Nonparty 1 cannot obtain profits. Nonparty 1, in a lawsuit seeking revocation of the imposition of gift tax on himself, participated in the instant transaction with the Plaintiff, which was significant in the transaction with the Plaintiff, and the Plaintiff was already subject to capital reduction. Nonparty 1, in fact, purchased KRW 100,00 from the Plaintiff and transferred the instant transaction to Nonparty 1 based on the circumstances of the value-added value, and argued that Nonparty 1 was using Nonparty 2’s personal account in the instant transaction with Nonparty 47 and Nonparty 5’s personal account (see, e.g., Nonparty 1’s testimony). In light of the fact that Nonparty 1’s personal account or transfer of the instant transaction with Nonparty 1.

Therefore, the transaction price of the transfer of this case cannot be the price of continuous transaction with many unspecified persons other than specially related persons under Article 89(1) of the former Enforcement Decree of the Corporate Tax Act, and it cannot be deemed as the market price because it constitutes a transaction with the relevant juristic person and specially related persons. Meanwhile, Nonparty 1 dealt with the profits of Nonparty 520,000,000 from Nonparty 2 in the form of lending 1 billion won to Nonparty 3 and Nonparty 5 free of charge (Evidence 2-2), Nonparty 1 is the highest financial manager of the main contents and branch contents Korea, and Nonparty 2 originally attempted to make a transaction with Nonparty 1, in light of the fact that Nonparty 2 and Nonparty 1 are the highest financial manager of the main contents and the circumstances leading up to the transaction with Nonparty 1.

③ Furthermore, at the time of acquiring the content shares through capital increase, the transaction price was calculated in the process of making a strategic cooperative relationship and securing the right to purchase games, etc. In the process of making a large-scale investment, such as establishing a strategic cooperative relationship and securing the right to purchase games. Furthermore, the transaction conditions also guarantee the price of assets according to the net profit in 2010, and thus, it is evaluated as if excluding the right to purchase the price, and the actual amount of the capital increase is returned as the portion was considered to have been incurred in 2010, and thus, the price of capital increase is lower than the actual price. Since the transfer of this case was a transaction generated as a part of the investment process, it is difficult to view the market price at the time of the transfer of this case as the market price (the transfer of this case was a small amount of capital increase in light of the scale of capital increase, which was initially demanded by Nonparty 1, but was removed at Nonparty 1’s request, as seen earlier).

④ In addition, the transaction most close to the Plaintiff’s exercise of stock option is the transaction between Nonparty 2 and Nonparty 1 on March 4, 2008. In the event that the transaction is excluded from the premium following the liquidation of the relationship between Nonparty 2 and Nonparty 2, the price per share was calculated according to the supplementary assessment method, and the transaction is deemed to be a transaction on behalf of Nonparty 1, who was the highest financial manager of the branch. The transaction between Nonparty 2 and Korean start-up investment, is difficult to be the market price. The transaction between Nonparty 2 and Korea is the repurchase agreement, and at that time there was a listing plan in the United States of America. Moreover, the time and circumstances of the Plaintiff’s exercise of stock option are different. Moreover, it is difficult to view the specific transaction price as the price of the transaction, other than the transfer of this case, is high.

F. Sub-committee

The instant disposition should be revoked as it appears to be any mother or illegal.

3. Conclusion

The first instance judgment is revoked. The instant disposition is revoked.

[Attachment] Relevant Statutes: omitted

Judges Choi Jong-ho (Presiding Judge) Kim Tae-ho