National High Court Decision 2007Du1465 (Law No. 21, 2008)

act of acquiring stocks of a corporation whose capital has been impaired in face value shall be deemed to constitute a wrongful act and calculation division.

The act of taking over 0's shares (5,000 won) with the market value of the shares (5,000 won) by participating in the subscription for new shares issued by the specially-related corporation constitutes a wrongful calculation misunderstanding act by making the specific shareholders of the specially-related corporation be exempted from the debt guarantee from the financial institution by providing the subscription

The contents of the decision shall be the same as attached.

1. The plaintiff's claim is dismissed.

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

The Defendant’s disposition of imposing corporate tax of KRW 39,702,867,860 for the business year of 2001 against the Plaintiff on January 3, 2007 is revoked.

1. Details of the disposition;

A. On August 12, 199, the Plaintiff (former ○○ Co., Ltd.; hereinafter the same shall apply) acquired 9.405,600 new shares in the name of each stock company related to the instant case (hereinafter referred to as ○○○ Co., Ltd.; hereinafter referred to as ○○○ Co., Ltd.; and hereinafter referred to as 'stock company' in the name of each stock company related to the instant case accrued thereafter) with a special relationship on August 12, 199; on April 25, 2000, 3,402,231 shares in △△△△○ Co., Ltd. were invested in the deductible expenses for each of 6.4 billion won in total; 5,000 won (hereinafter referred to as 'each new shares acquired' in this case); and the Plaintiff accounted for the amount of tax on each of the instant securities invested in the deductible expenses for 1.6.3 billion won and reported each of the investment losses for 201.

B. The director of the Seoul Regional Tax Office held that the Plaintiff’s acquisition of new shares by △△ Aviation’s new shares at a face value of 5,000 won per share, as described in the preceding paragraph, was 0 won in fact, and that the acquisition price of each of the new shares in this case was 5,000 won per share, and thus constitutes a wrongful calculation. The director of the Seoul Regional Tax Office determined that the acquisition price of each of the new shares in this case constitutes a wrongful calculation, and that the amount of each of the new shares in this case was 6,453,353,194 won in the calculation of earnings and the interest paid to 5,546,819,432 won in the calculation of earnings, and then notified the Defendant of the taxation data with the content of correcting the tax base and tax

C. On January 3, 200, the Defendant notified the Plaintiff of the details of the rectification of the amount of income of 12,00,172,626 won in the business year of 200, and issued a disposition imposing corporate tax of 46,92,508,80 won in the business year of 201.

D. On April 2, 2007, the Plaintiff filed an appeal with the Tax Tribunal on the disposition of imposing corporate tax as stated in the preceding paragraph. On August 21, 2008, the Tax Tribunal decided that each of the instant new shares was an act of paying provisional payment irrelevant to the business, and that it constitutes an act of unfairly reducing the tax burden by purchasing assets from a specially related person in excess of the market price of the assets. Article 88(1)1 of the Enforcement Decree of the Corporate Tax Act provides that the Plaintiff’s disposition of correcting the amount of corporate tax for the business year of 2000 and imposing corporate tax of 46,92,50,800, the amount of corporate tax for the business year of 200 and the amount of corporate tax for the 46,92,50,800, the amount of corporate tax for each of the instant new shares was recognized, and the tax base and tax amount were corrected by excluding the amount

"The defendant calculated the market price of shares, which serves as the basis for calculating the amount of profit to ○○ aviation, as zero won in accordance with the decision on the tax trial stated in the preceding paragraph, and added the amount of profit to the acquisition of each new shares in this case to be excluded from deductible expenses. On September 1, 2008, the defendant issued a corrective disposition to reduce the amount of KRW 7,289,641,020 in the disposition of imposing corporate tax (including additional tax) for the business year of 2001 (hereinafter "the disposition of taxation in this case") to 7,209,641,020 in the disposition of imposing corporate tax (including additional tax) for the business year of 201, the remaining portion (including 39,702,867,860 won) was reduced to 15/100 in the disposition of taxation in this case, and 20/150 in the Enforcement Decree of the Corporate Tax Act for the purpose of calculating the amount of profit to be added to the tax in this case."

2. Whether the disposition is lawful;

A. The plaintiff and his argument

1) The Plaintiff’s acquisition of each of the instant new shares does not constitute a wrongful calculation under Article 88(1)1 of the Enforcement Decree of the Corporate Tax Act on the following grounds.

A) The calculation of wrongful acts under Article 88(1)1 of the Enforcement Decree of the Corporate Tax Act is based on a corporation’s share of profits. Therefore, it is limited to the transaction of profits and losses. The issuance of new stocks of △△ Aviation is the capital transaction stipulated in the Corporate Tax Act, and even if the Plaintiff acquires new stocks of △△ Aviation, it does not reach any zero on the

B) It is reasonable to view that capital transactions such as new shares acquisition constitute wrongful calculation only where there is a profit sharing among shareholders due to the newly established Article 88(1)8 of the Enforcement Decree of the Corporate Tax Act.

2) The Plaintiff’s acquisition of new shares of △△ aviation is to exempt the Plaintiff from paying financial sanctions and the guaranteed liability due to the nonperformance of △△ Aviation while it was under restructuring according to the 5th group’s loss contribution to overcome the IMO crisis by the government. Therefore, it cannot be deemed that the Plaintiff’s acquisition of new shares constitutes an abnormal act that lacks economic rationality.

3) The instant taxation disposition is erroneous as follows in calculating the amount of profit, which serves as the basis for avoidance of wrongful calculation.

A) Due to the increase in the value of old stocks previously held by the Plaintiff due to the payment of new stocks, the increase in the market value should be excluded from calculating the profit ratio. (B) The market value of the stocks, which serves as the basis for calculating the denied amount of unfair calculation due to the high-priced acquisition of new stocks, should be appraised as the value immediately after the payment of the capital increase. In this case, as long as there is no normal actual transaction price, the market value should be calculated based on the supplementary assessment method prescribed in the Inheritance Tax and Gift Tax Act. However, the Defendant failed to calculate the market value in such a way as above. The appraised value of the accounting firm of △△△ stocks after the acquisition of each new stocks in this case exceeds 0 won different from

4) The penalty tax portion among the instant taxation disposition is unlawful for the following reasons.

A) In light of the fact that there were many opinions that the acquisition of new shares and the acquisition of new shares should be subject to Article 88(1)8 of the Enforcement Decree of the Corporate Tax Act, the Plaintiff’s act of acquiring new shares pursuant to the government policy on economic situation at the time, etc. was conducted, it could not be known whether the provision of denial of unfair act and calculation would be applied to the Plaintiff’s act of acquiring new shares. Therefore, this constitutes a justifiable

B) When the Enforcement Decree of the Corporate Tax Act was amended by Presidential Decree No. 17826, Dec. 30, 2002, the rate of additional tax under Article 119(1) of the same Enforcement Decree was reduced from 5/10,000 to 3/10,000 per day. Considering the legal nature of additional tax, the principle of equality under the Constitution, the interpretation of the Corporate Tax Act provisions, etc., the additional tax rate of 3/10,000 per day after the amendment of the Enforcement Decree of the Corporate Tax Act should be applied.

B. Relevant statutes

Attached Form is as shown in the attached Form.

(c) Fact of recognition;

1) On March 1994, △△ aviation was established by the investment of the Plaintiff, △△ Heavy Industries, and JungA, the highest manager of the Plaintiff, etc., such as aviation business (production of aircraft day) and space business (production of ticketset engines, satellite research and participation in development), automobile and mid-term change equipment business, helicopter operation business, etc. In order to construct aircraft factories in △△△ from around 1996 to the invitation from around 1998, but around KRW 270 billion was invested in △△△ from around 1997 to around 197, due to the increase in interest burden due to the increase in the rate of interest arising from the IMF crisis, loss in the aviation day manufacturing business, etc., the financial structure of △△△△△△ has deteriorated by separating only a percentage of 1,230,000 won in the first half of the second half of 198, which was led by the government-led in the first half of 1998.

2) △△그룹과 그 주거래은행인 ▲▲은행은 대기업들의 계열사 축소, 부채비율의 감 축, 계열사 상호 지급보증 해소 등 IMF의 요청사항을 이행하라는 정부의 지시에 따라, 1998. 2. 26,경 2002년 말까지 △△그룹 계열사 전체의 부채비율을 200% 이하로 낮추고 계열사 축소, 자산 매각, 신주발행 등 재무구조 개선방안을 이행하기로 하는 내용을 담은 제1차 채무구조개선약정을 체결하였고, 이후 부채비율 감축일정을 앞당기라는 금융감독 위원회의 지시에 따라 1998. 5. 14.경 1999년 말까지 제조업 분야 계열사들의 부채비율을 200% 이하로 낮추고 2001년 말까지 계열사 전체의 부채비율을 200% 이하로 낮추기로 하는 내용의 제2차 재무구조개선약정을 체결하였으며, 소위 빅딜 대상인 우주항공, 철도차량, 석유화학, 반도체, 정유사업 분야는 △△그룹에서 제외될 사업이어서 재무구조 개선 대상에서 제외되어야 한다는 △△그룹 측의 요구에 따라, 1998. 12. 17. 그러한 빅딜 대상 업체를 재무구조개선약정 중 부채비율 감축 등의 대상에서 제외하는 내용의 제3차 재무구조개선약정을 체결하였다.

3) In order to raise operating funds on April 29, 198, 1998 and 4.29, ○○ aviation issued new shares of KRW 48 billion, but the financial structure was not estimated, such as the occurrence of a net loss of KRW 55.7 billion in the business year 1998, and the aviation business sector was scheduled to be transferred to an integrated corporation by the second half of 1999, but it was not clear whether it continues to exist because it faces the risk of immediate default without additional financial support from affiliates due to excessive debts.

4) In the situation as described in the preceding paragraph, Jung-A, which had the highest manager of △△△ aviation, △△△△ Motor Vehicle, and Plaintiff, ordered △△△△△ to take measures to ensure that the net assets can be settled in a state where there is no remaining debt by making the existing debt out from the companies, shareholders, through issuance of new stocks, in preparation for the case of liquidation after determining the remaining business sector after the business sector of △△△△△ airline KimB and the comprehensive planning office of △△ Group.

5) 정AA의 위와 같은 지시에 따라 ◇◇항공은 잔존자산과 부채를 동일한 수준으로 만들 정도의 부채 변제자금 마련을 위하여, 1999. 8. 12. 주주배정방식으로 신주 8,000만 주를 주당 5,000원에 발행하여 4,000억 원을 조달하는 내용의 신주발행을 하였다. 당시 원고의 주주인 △△중공업(지분 29.39%)은 약 1,176억 원, △△자동차(지분 17.64%)는 약 705억 원, 원고(지분 11.76%)는 약 470억 원, □□산업개발(지분 4.83%)은 약 193억 원, 정AA(지분 3.00%)는 약 120억 원을 각 출자하여 위 유상증자에 참여하였고, ◇◇항공은 위 신주발행으로 조달된 합계 약 2,664억 원의 자금을 외국계 회사인 ◆◆드의 보유주식 소각(약 482억 원) 및 기존 차입금 상환 등에 사용하였다 위 유상증자에 참여한 회사들 중 원고만 ◇◇항공의 부채에 대하여 38억여 원의 지급보증채무를 부담하고 있었고, 나머지 회사들은 보증채무를 부담하고 있지 않은데다가, ◇◇항공으로부터 출자를 받은 적도 없었으나, △△그룹 종합기획실 및 김BB과 협조요청에 따라 주주인 회사들이 ◇◇항공의 손실을 분담하는 차원에서 위 유상증자에 참여하였다.

6) 한편 전항 기재 신주발행 당시 ◇◇항공의 주식 지분 22.76%를 보유하던 ◆◆드는 보유주식에 대한 유상소각이 예정되어 있다는 이유로, ◇◇항공 주식 지분 10.62%를 보유하던 △△산업개발은 △△그룹에서 사실상 계열 분리되었다는 이유로, 각 위 유상증자에 참여하지 않았다. 또한 정AA는 2000. 1. 4.경 보유하던 ◇◇항공 주식 3,141,790주(지분 4.35%) 전부를 ◇◇항공 직원이던 정CC 등에게 주 당 1원씩에 매각하였다.

7) ◇◇항공은 소위 빅딜 계획에 따라 1999. 10. 1. 항공사업 부문을 ▽▽중공업, ●●항공과 함께 설립한 ☆☆산업에 현물 출자하여 그 지분 33.33%를 보유하게 되었고, 그 후 2000. 2. 16. 이를 △△자동차에 양도하였으며, 1999. 12. 28. 상용차 및 중기 트랜스미션 부문을 물적 분할하여 ♧♧S를 설립하고, 같은 날 그 출자지분을 제3자에게 양도하였으며, 2000. 2. 1. 우주사업 부문을 원고에게 양도하였고, 같은 해 4. 6. 위성사업 부분을 ○○.com에 양도하였다. 한편, ◇◇항공은 1999사업연도에 약 2,256억 원, 2000사업연도에 약 887억 원와 당기순손실이 발생하였다.

8) However, after the issuance of new shares on August 12, 1999, △△ Hospital issued new shares via the above issuance of new shares on April 25, 2000 to raise KRW 50 billion per share to KRW 10 billion per share and KRW 20 billion per share of KRW 42.5 billion per share of △△△△△△△ (42.53%) the shareholder of △△△△△ (hereinafter “△△△△”) invested to raise funds to KRW 9.75 billion per share of △△△△△△△ (hereinafter “the share of △△△△△”) in order to increase its remaining assets and liabilities to the same level.

9) Meanwhile, at the time of the issuance of new shares in the preceding paragraph, individual shareholders, such as △△ Industrial Development, which held 3.61% of shares in △△△ aviation, and 4.35% of shares in △△△△ aviation, did not waive the acquisition of new shares and did not participate in the capital increase for the above consideration. As acknowledged earlier, Jung has sold △△ aviation shares already owned to the regularCC, etc., one won per share, and thus did not participate in the said capital increase.

10) Jung has borne a large amount of guarantee liability with respect to the liabilities of ○○ Aviation. Since the end of July 1999, the amount of guarantee liability was 2,10.7 billion won, but during the latter part of August 12, 1999 after the issuance of new shares on August 12, 199, the amount of 70.1 billion won was repaid, and around September 30, 1999, the total amount of guarantee liability of 43.5 billion won was transferred to the relevant business division in the process of the physical division of the air business division around December 28, 199 and the total amount of guarantee liability of 4.3 billion won was settled by paying 97.1 billion won over before and after the issuance of new shares on April 25, 200.

11) △△중공업과 □□산업개발은 2000. 6. 9.경 ◇◇항공 주식 전부를 ◇◇항공 직원들인 정CC 등에게 주당 1원씩에 매도하였고, ◇◇항공은 2000. 12. 28. 경부터 2001. 2. 14.경까지 △△자동차에 3회에 걸쳐 잔존자산 중 항공기 조립용 치구세트, △△공장 부지, 도장설비 등을 합계 약 936억 원에 매각하였고, 2001. 4. 1.경 헬기사업 부분의 자산과 부채 각 32억 원 상당을 ♧♧S에 양도하였다.

12) On September 28, 2001, ○○ Aviation registered the dissolution on the 29th of the same month following the resolution of the general meeting of shareholders, and thereafter completed the liquidation on December 28, 2001, following the liquidation procedure to distribute all remaining assets to the creditors of the company. The creditors of the company were fully repaid their claims, and △△ Heavy Industries, △△△, △△ Motor, and Plaintiff, etc., which were shareholders who invested in the △△△ aviation through the acquisition of each new shares of this case, owned by the shareholders of this case until then.

13) The amount of the accounting firm's punishment for one share of △△ Civil Shares, based on the evaluation method prescribed in the Enforcement Decree of the Inheritance Tax and Gift Tax Act, shall be as follows:

[Ground of Myanmar] A. 7, 9, 10, 12, 13, 14, 17 through 26, Eul's 8, 13 evidence, and the purport of the whole pleadings

D. Determination

1) Whether each of the instant new shares constitutes an act subject to the avoidance of wrongful calculation

A) Whether Article 88(1)1 of the Enforcement Decree of the Corporate Tax Act is applicable

In full view of the following, the Plaintiff’s acquisition of each of the instant new shares constitutes a wrongful calculation under Article 88(1)1 of the Enforcement Decree of the Corporate Tax Act.

(1) The rejection of unfair act and calculation is a system to ensure fair taxation and to prevent tax evasion through the legal fiction that when a corporation trades with a person with a special relationship, it unfairly reduces the tax burden on the income of the corporation, it shall be deemed that the wrongful act and calculation is not included in the calculation of the income of the other party to the wrongful act, as long as the wrongful act and calculation of the income amount of the corporation affect the income amount of the corporation in question, even if it is not included in the calculation of the income of the other party to the wrongful act and calculation as long as the wrongful act and calculation of the income amount of the corporation affect the income amount of the corporation in question, it is reasonable to deem that the wrongful act and calculation are not included in the calculation of the income of the other party to the wrongful act and calculation, in view of the fact that it is recognized that the tax burden on the income of the corporation in question has been unjustly reduced due to the transaction with a person with a special relationship.

(2) At the time of enforcement of the former Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 15970 of Dec. 31, 1998), not only profit and loss transactions but also capital transactions such as the acquisition of new stocks also affect income amount. In a case where the act falls under the category of wrongful calculation or where it can be deemed that the act distributed corporate profits through an equivalent act or calculation, it shall be subject to the avoidance of wrongful calculation (see, e.g., Supreme Court Decision 2002Du7005, Feb. 13, 2004). Article 88 (1) 8 (b) of the Enforcement Decree of the Corporate Tax Act amended by Presidential Decree No. 15970 of Dec. 31, 198, "where a corporation, such as a shareholder, distributes profits to other shareholders, etc. who are a specially related party, it cannot be deemed that the new stocks under Article 88 (1) 18 (b) of the Enforcement Decree of the Corporate Tax Act do not constitute an unlawful calculation.

(3) Although the legal nature of the acquisition of new shares is acknowledged as a membership agreement aimed at the occurrence of membership relationship under the Commercial Act, and even if the acquisition of new shares is inevitable at its par value when the acquisition of new shares is intended due to the strict restriction on the issuance of new shares under the Commercial Act, the issuance of new shares and the acquisition of new shares constitutes the purchase of investment assets (see, e.g., Supreme Court Decision 2002Du7005, Feb. 13, 2004).

B) Whether the economic rationality of each of the instant new shares exists

In full view of the following circumstances, the Plaintiff’s acceptance of each new shares of this case does not differ from the grant of a fund to a person with a special relationship for the purpose of capital increase, and it is determined that economic rationality is a false transaction in light of sound social norms and commercial practices.

(1) The real value per share of ○○ Aviation immediately before the acquisition of each of the new shares in this case was assessed to be KRW 0 in fact (No. 8 of this case), and the Plaintiff acquired shares at par value.

(2) In the latter part of 198, in the process of industrial restructuring (soburilty), the restructuring plan was finalized to the effect that the three companies, including △△ Civil Aviation, Busalty Civil Aviation, △△△△△△ industry, etc., separated only the assets and debt of a certain ratio, and incorporate one consolidated corporation into an investment-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in-kind-in

(3) In determining whether financial institutions impose disadvantages on the shareholders of ○○ Aviation, including the Plaintiff, etc., by comprehensively taking into account factors affecting the credit standing conditions, such as the financial structure, business prospects, overall security status, etc. of the above companies. Thus, even if △△ Aviation was disposed of in arrears, such circumstance alone does not necessarily lead to financial institutions’ financial disadvantage, such as imposing loans on shareholders.

(4) △△그룹과 ▲▲은행 사이의 채무구조개선약정상 △△그룹이 1999' 말까지 제조업 분야 계열사들의 부채비율을 200% 이하로 낮추도록 되어 있으나, ◇◇항공은 1998. 12. 17.자 제3차 재무구조개선약정에 의하여 다른 빅딜 대상업체들과 함께 부채 비율 감축 대상에서 제외되었으므로, △△그룹 전체의 부채비율을 감축하기 위하여 굳이 ◇◇항공의 부채를 우선적으로 상환할 이유가 없었던 것으로 보인다.

(5) Around the end of July 1999, when the issuance of new shares on August 12, 1999 was planned, the guaranteed debt amount of △△ Civil Aviation was paid out to 2,10.7 billion won based on the credit balance. In addition, after the first capital increase around August 1999 and before the new shares were acquired on April 4, 200, 200, it was transferred by calculating all of the shares of △△△△ Civil Aviation owned by it as one won per share to △△○ Employees, △△△ Civil Aviation Co., Ltd., who was its employees, and on the ground that it was not the result, the Plaintiff did not participate in the acquisition of new shares on April 25, 200, 200, and even if it was known through the purport of the above recognition and the purport of the entire pleading, the Plaintiff participated in the resolution of the amount of the Plaintiff’s debt guaranteed by △△ Group’s respective financial institutions, such as new shares and other circumstances as △△ Group’s debt settlement.

C) Interim theory

Therefore, each of the new shares in this case is "an act of unreasonably reducing tax burden by purchasing assets in excess of market price under Article 88 (1) 1 of the Enforcement Decree of the Corporate Tax Act with a related party" and is subject to the avoidance of wrongful calculation under Article 52 (1) of the Corporate Tax Act.

2) Whether the method of calculating the market price of the stocks as the basis for avoidance of wrongful calculation is unlawful

A) Whether to deduct the Plaintiff’s increase in value of old stocks

Unlike the purchase of general assets whose value is determined at the time of acquisition, considering the fact that the purchaser has already changed in its value as a result of a change in the market value of the shares of the issuer immediately due to the price of the new shares, the market value of tin, which is the basis for calculating the denied amount of unfair calculation of the unfair calculation of the exchange of new shares, shall be deemed to be the value immediately after the payment of the increased capital and the new shares (see, e.g., Supreme Court Decision 2002Du7005, Feb. 13, 2004). Therefore, as long as the profits in the rejection of unfair calculation due to the acquisition of new shares refer to the difference between the value of the new shares and that of the new shares immediately after the payment of the increased capital, so long as the Plaintiff divided the profits corresponding to the said difference with the acquisition value of the new shares, this is merely an anti-private interest, and it is not necessary to consider the profits distributed at the time of calculating the profits distributed to △△ aviation.

B) As to the calculation of the amount of profit to △△ aviation

(1) The method of calculating the price that serves as the basis for setting aside the wrongful calculation.

Article 52 (2) of the Corporate Tax Act provides that "The standard for determining the market price of wrongful calculation shall be determined by the Presidential Decree" in the application of the provision of paragraph (1) of the same Article. Paragraph (4) of the same Article provides that "The matters necessary for the calculation of the market price of wrongful calculation shall be determined by the Presidential Decree". Meanwhile, Article 89 (1) of the Enforcement Decree of the Corporate Tax Act provides that "if there is a price continuously traded with many and unspecified persons other than the specially related persons or a price generally transacted between third parties who are not the specially related persons, the price shall be determined by the Presidential Decree". Paragraph (2) of the same Article provides that "if the market price is unclear, the price shall be appraised by an appraisal corporation under the Act on the Public Notice of Land Prices and Land, etc. (1) where there is a value appraised by the appraisal corporation under the Act on the Public Notice of Land Prices, etc. (2) excluding shares, etc. not listed on the Stock Exchange.

In a systematic interpretation of the above provision, in determining whether a certain act of tax avoidance constitutes an unfair act under Article 52 (1) of the Corporate Tax Act, it shall be based on social norms, commercial practice, and market price, which are the criteria set forth in Article 52 (2) of the Enforcement Decree of the Corporate Tax Act. Furthermore, in a case where a certain act of tax avoidance is determined as a wrongful act, it shall be based on the market price set forth in Article 52 (2) of the Corporate Tax Act, and "market price" means (1) the price applicable to an over-the-counter transaction or the price determined as applicable to a normal transaction. In this case, "price applied to an over-the-counter transaction" means "price generally traded between many and unspecified persons other than a specially related person or a third party who is not a specially related person" under Article 89 (1) of the Enforcement Decree of the Corporate Tax Act. However, except as provided in Article 52 (2) of the Enforcement Decree of the same Act, if the price can be determined as a reasonable transaction, it shall not be applied to a normal transaction price.

(2) In the instant case, whether the Defendant’s determination that each of the instant new shares will be applied to normal transaction difficulties is unlawful as zero won

In light of the following circumstances: ① The number of new shares issued by △△△△△ was calculated to make the same assets and liabilities to be liquidated in a state where no debts exist, and ② the number of new shares issued by △△△△△△△△△△△△△ value was calculated to make it difficult for △△△△△ to determine the amount of debts due to the occurrence of unforeseeable debts on August 12, 199; ② the actual value of the new shares issued by △△△△△△△△△△ value was no more than KRW 100,000,000,000,000 were no more than KRW 10,000,000,000,000,000,0000,000,000,000,000,000,000,000,000,000,000,000,00,000,00.

c)Intermediate conclusion

Therefore, the computation of the market price of the stock, which is the basis for the tax assessment of this case, is lawful.

3) Whether the imposition of penalty tax was unlawful among the instant taxation disposition

A) Whether there exists a justifiable reason

Under the tax law, in order to facilitate the realization of a large amount of tax claims, where a taxpayer violates various obligations, such as reporting and tax payment, as prescribed by the law without justifiable grounds, the taxpayer’s intentional and negligent acts are not considered, and the taxpayer’s site and error in the law does not constitute justifiable grounds that do not constitute a violation of the duty (see, e.g., Supreme Court Decision 2007Du3107, Apr. 23, 2009).

As seen earlier, even before adding Article 88(1)8 of the Enforcement Decree of the Corporate Tax Act by Presidential Decree No. 15970 of Dec. 31, 1998, the provision of Article 88(1)1 of the Enforcement Decree of the Corporate Tax Act concerning the acquisition of high-priced new shares has been interpreted as being applied to such act of acquisition of high-priced new shares, and Article 88(1)8(b) of the Enforcement Decree of the Corporate Tax Act is one of the cases where profits are distributed to other shareholders, etc. of a corporation, who is a person with a special relationship, such as shareholders, etc., due to capital transaction in Article 88(1)8(b).

B) Whether the rate of additional tax is illegal

Article 76 (2) 3 of the former Corporate Tax Act (amended by Act No. 7838 of Dec. 31, 2005) stipulates that an amount calculated by applying the formula of interest rate prescribed by the Presidential Decree in consideration of the interest rate applied by financial institutions to overdue loans x period from the day following the deadline for payment of the unpaid amount of tax (if the unpaid amount of tax is paid less than the due date) to the date of voluntary payment or notification x the amount calculated by applying the formula of interest rate prescribed by the Presidential Decree shall be imposed as an additional tax. However, Article 119 (1) of the Enforcement Decree of the Corporate Tax Act was amended by Presidential Decree No. 17826 of Dec. 30, 202 (hereinafter referred to as the "Enforcement Decree of the Corporate Tax Act of this case") was amended by Article 76 (2) 3 of the former Corporate Tax Act (amended by Act No. 7838 of Dec. 31, 205 to 5/10,00).

In the case where the interest rate prescribed by the Presidential Decree is changed from the date of voluntary payment or notification from the due date to the date of payment, it is reasonable to regard the ‘interest rate prescribed by the Presidential Decree’ as being applied to the overdue loan in consideration of the interest rate applied by the financial institution under Article 76 (1) 3 of the former Corporate Tax Act. However, as a matter of principle, it is consistent with the principle of no taxation without law that the statute, which serves as the basis for imposing the additional tax, should be the time limit for payment. As seen above, as long as Article 14 and Article 17 of the Addenda of the Enforcement Decree of the Corporate Tax Act, the revised additional tax rate under Article 119 of the Enforcement Decree of the Corporate Tax Act, is not applicable to the case of which the statutory due date of return has already expired. Article 119 of the Enforcement Decree of the Corporate Tax Act is merely the adjustment of the rate of the additional tax, and Article 119 of the Enforcement Decree of the Corporate Tax Act, in calculating the additional tax before and after the amendment, no difference exists in calculating the additional tax amount.

c)Intermediate conclusion

Therefore, the penalty tax imposition portion among the instant taxation disposition is also lawful.

3. Conclusion

Therefore, the plaintiff's claim is dismissed as it is insufficient to do so, and it is so decided as per Disposition.