2014 Gohap37507 Compensation (as referred to in this paragraph)

A Stock Company

Attorney Lee Jon-hun, Cho Young-young, and Kim Young-young, Counsel for the defendant-appellant

1. B

A person shall be appointed.

3

4

5

6. G.

7. H;

8. I

19. J.

[Defendant-Appellant] Kim & Lee LLC, Counsel for defendant-appellant-appellant

Attorney Park Byung-chul, Park Jong-chul, Park Jong-sung, Park Jong-tae, Park Tae-tae

T City

June 18, 2015

July 16, 2015

1. The Plaintiff:

A. Defendant J shall pay KRW 800,000,000 among the above amounts and KRW 800,000,000 among the above amounts:

14. From December 31, 2012, for KRW 800, KRW 000, KRW 800, KRW 000 from November 15, 2012, KRW 00, KRW 00 from December 31, 2012, KRW 600, KRW 00, and KRW 00 from August 21, 2013, respectively.

16. 5% per annum and 20% per annum from the following day to the date of full payment;

B. Defendant B, C, D, E, F, G, H, and I shall be jointly and severally with Defendant J for KRW 3,00,00,00,00,000, and KRW 400,00,00, and KRW 00, among the above amounts, from August 14, 2012, for KRW 400,00,000, and KRW 00 from November 15, 2012, for KRW 400,000, and KRW 00, respectively, respectively,

12. From August 21, 2013, with respect to KRW 300,00, and KRW 000, 5% per annum from August 21, 2013 to July 16, 2015, and 20% per annum from the next day to the date of full payment. The Plaintiff’s remaining claims against the Defendants are all dismissed.

3. The costs of the lawsuit shall be borne by the Plaintiff and the remainder by Defendant J, and by the remainder by the Plaintiff, and by the Plaintiff and the part arising between the Plaintiff, Defendant B, C, D, D, E, F, G, H, H, and I, as well as by the Plaintiff, and by the remainder by Defendant B, C, D, E, F, G, H, H, and I.

4. Paragraph 1 can be provisionally executed.

Defendants jointly pay to the Plaintiff KRW 4,00,000,000 and KRW 4,000,000 among the above amounts, and KRW 00,00,00,000.

women: 4,00,000,000 won from August 14, 2012; and 4,000,00 won from November 15, 2012; 4,00,000,00 won;

Section B: From December 31, 2012 to December 31, 2012, 3,00,000, and 00 won, the instant case from August 21, 2013

5% per annum and 20% per annum from the following day to the date of complete payment of the copy of the complaint;

Korea shall pay the same amount of money.

1. Basic facts

A. Status of the parties

Based on the Special Act on the Assistance to the Development of Abandoned Mine Areas (hereinafter “Abandoned Mine Area Act”), the Plaintiff is a corporation established on June 29, 1998 for the purpose of casino business, tourist hotel business, etc. Based on the Special Act on the Assistance to the Development of Abandoned Mine Areas (hereinafter “Abandoned Mine Area Act”). The Defendants, around 2012, were employed as the Plaintiff’s representative director, Defendant B as the Plaintiff’s representative director, Defendant C as the Plaintiff’s standing director, Defendant D, Defendant D, F, H, I, and J as the Plaintiff’s outside director.

B. On June 2, 1998, 1) coal industry rationalization business entity, Gangwon-do Development Corporation, Hawk-si, Twho-si, Young-si (hereinafter referred to as “joint venture party”) entered into a joint venture agreement (hereinafter referred to as “joint venture agreement”) with a view to acquiring the Plaintiff’s shares by investing in the establishment of the Plaintiff on June 2, 1998. The main contents of the joint venture agreement are as follows:

Article 1 (Purpose)

(1) The parties shall establish a stock company under the Commercial Act to carry out casino development projects.

2. The parties shall jointly invest the capital necessary for a company to operate the casino operation business in accordance with the provisions of this contract.

Article 5 (Articles of Incorporation)

The Company shall adopt the articles of incorporation as shown in Annex 1. If there is any matter inconsistent with the present contract and the articles of incorporation, this contract shall take precedence, and the parties shall cooperate in amending the articles of incorporation so as to be consistent with this contract.

Article 6 (Capital Payment)

① 회사설립시의 수권자본은 기명식 보통주식 일천구백사십사만 주 ( 19, 440, 000주 ), 금 일천구백사십사억 원 ( ₩194, 400, 000, 000 ) 으로 하고, 회사설립시의 납입자본은 기명식 보통주식 사백팔십육만 주 ( 4, 860, 000주 ), 금 사백팔십육억 원 ( ₩48, 600, 000, 000 ) 으로 한다 .

(3) The number of shares underwritten by each party, the payment price thereof, and the ratio of shares held by each party after the investment in the private sector shall be determined as follows: Provided, That the ratio of shares held by the private sector investors shall be determined in accordance with the Special Act:

1. 회사설립시 자본납입 석탄산업합리화사업단 : 삼백육십만 주 ( 36. 00 % ) 삼백육십억 원 ( ₩36, 000, 000, 000 ) 강원도개발공사 육십육만 주 ( 6. 60 % ) 육십육억 원 ( ₩6, 600, 000, 000 ) 정선군 : 이십오만 주 ( 2. 50 % ) 이십오억 원 ( ₩2, 500, 000, 000 ) T시 : 일십이만 오천 주 ( 1. 25 % ) 일십이억 오천만 원 ( ₩1, 250, 000, 000 )

삼척시 일십이만 오천 주 ( 1. 25 % ) 일십이억 오천만 원 ( ₩1, 250, 000, 000 ) 영월군 일십만 주 ( 1. 00 % ) 일십억 원 ( 1, 000, 000, 000 ) 사백팔십육만 주 ( 48. 60 % ) 사백팔십육억 원 ( ₩48, 600, 000, 000 )

2. 회사설립 후 자본납입 민간부문 출자자들 : 사백구십구만 주 ( 49. 00 % ) 사백구십억 원 ( ₩ 49, 000, 000, 000 ) 정선군 : 이십사만 주 ( 2. 40 % ) 이십사억 원 ( ₩2, 400, 000, 000 )

계 오백일십사만 주 ( 51. 40 % ) 오백일십사억 원 ( ₩51, 400, 000, 000 )

3. 합 일천만 주 ( 100. 00 % ) 일천억 원 ( ₩100, 000, 000, 000 )

Article 9 (Directors and Board of Directors)

(2) Each party shall exercise its voting rights and take necessary measures to ensure that the following matters are necessary and appropriate:

1.The board of directors shall consist of not less than three directors;

2. Directors shall be nominated by the Parties: Provided, That the Project Association shall appoint a full-time director or a part-time director who shall correspond to a majority of the total number of directors (if the total number of directors is 10 persons, 6 persons if the total number of directors is 11 persons, and 6 persons if the total number of directors is 11 persons). Each party, other than the Project Association, shall appoint one part-time director, respectively. The Parties shall exercise their voting rights so that the parties may appoint directors in accordance with the above principles.

3.If a Party wishes to replace a director nominated by it, the other Parties shall exercise their voting rights to ensure the replacement of a director, provided that the Party making the request for replacement guarantees, if any, that no damage would be inflicted on the Company and the other Parties to all the damage and expenses arising therefrom.

4. Where a vacancy occurs for a director of a company, the parties concerned shall exercise their voting rights so that a person nominated by the party who has designated the vacancy may be appointed as the successor director;

(5) The board of directors shall be composed of a quorum with attendance of the majority of the registered directors, and no board of directors may be effective if the quorum does not exist at the meeting concerned. Except as otherwise provided in this Agreement, all resolutions or activities of the board of directors shall be resolved with the attendance of the majority of the registered directors and the concurrent vote of the majority of the present directors

2) Joint Venture Parties fulfilled their obligation to make investments pursuant to Article 6(3) of the Joint Venture Agreement and acquired their shares in the Plaintiff.

C. On December 201, 2001, the ○○○○○ Mining Development Project Sub-si established the Telecommunication Development Project (hereinafter referred to as the “instant construction”) with a private company by making a joint investment in order to conduct a cooking project. The instant construction project carried out a business for constructing and operating a large-scale golf course, skiing ground, and accommodation (hereinafter referred to as the “○○○○○○”) in the name of “○○○○○○○○○”. However, the instant construction was directed from the financial difficulties due to additional expenditure of the project cost and the low sales of ○○○○○○○○○○○ Membership Membership Membership Membership, etc., and Tri demanded the Plaintiff to lend or contribute the operating fund of the ○○○○○○○○○○○○○○○”).

D. Around March 2012, Defendant J proposed a resolution on the instant donation on the ground that, at the 109th Council of the Plaintiff’s 109th Council, the Plaintiff contributed 15 billion won to T City as a cooperative project cost for an abandoned mine area, but the purpose of the donation was designated and deposited as an emergency operation fund for the instant construction project (hereinafter “instant donation”). However, the Plaintiff’s 109 Council held on March 29, 2012 held on the Plaintiff’s 109 Council had an opinion on the validity of the instant donation between the Plaintiff’s directors, and there was a possibility of recognition of occupational breach of trust if the instant donation was resolved.

2) Defendant J again proposed the instant donation to the 110th board of directors held on June 28, 2012. However, in order to secure the time for the review of the directors on additional data submitted by T market, the resolution on the instant donation was postponed at the following board of directors: (a) on July 12, 2012, the 11th board of directors of the Plaintiff proposed again the instant donation and re-deliberation on the instant donation; (b) on July 12, 2012, Defendant J proposed again by Defendant J at the 111th board of directors; (c) on the 12 members present at the 15th board of directors, Defendant D, E, F, G, H, I, and J (hereinafter referred to as Defendant J, etc.) agreed to the instant donation and opposed to the instant proposal, and Defendant B, Defendant C and C agreed to the instant proposal and agreed to the consent of the 12 members present at the meeting, and agreed to the 3rd board of directors and dissenting vote 2.

4) In accordance with the resolution of the instant case, the Plaintiff: (a) around August 14, 2012, KRW 4 billion on August 14, 2012; and (b) January 1, 2012.

15. Around December 31, 2012, around KRW 4 billion, around KRW 3:00,000, around December 31, 2012, around KRW 3 billion, around August 21, 2013, donated a total of KRW 15 billion (hereinafter referred to as “the donation in this case”); and T City transferred this to the construction in this case for use as operating funds, such as human resources management expenses.

E. On August 27, 2014, the Seoul Central District Court rendered a decision to commence rehabilitation proceedings for the instant construction project on the ground that the commencement of rehabilitation proceedings for the instant construction project had the employees’ claim for unpaid wages as the claim for the payment of unpaid wages (2014/10057).

F. Articles of incorporation and relevant statutes

The relevant provisions of the Articles of incorporation and the Abandoned Mine Area Act, the Commercial Act, and the Act on the Operation of Local Government-Invested or Funded Institutions are as shown in the attached Table.

[Ground] Facts without dispute, Gap evidence Nos. 1, 2, 8, 12, 13, 15 through 22, Eul evidence Nos. 5 through 8, 10, 11 (including branch numbers; hereinafter the same shall apply), and the purport of the whole pleadings

A. T City is a major shareholder under the Commercial Act and the instant donation constitutes a self-transaction between the Plaintiff and T City. Therefore, in order for the Plaintiff to make the instant donation to T City, approval of the board of directors with the consent of at least two-thirds of the registered directors under Article 398 of the Commercial Act and the proviso of Article 33(1) of the Articles of Incorporation is unlawful, since the instant resolution did not meet the quorum.

B. In addition, as long as the construction of this case was determined as an institution subject to promotion of privatization, T City may not provide financial support to the construction of this case pursuant to the Act on the Operation of Institutions Invested and Invested by Local Governments (hereinafter “Local Government Invested and Invested Act”), but the Defendants decided to make the donation of this case through the resolution of this case. Thus, the resolution of this case is unlawful in violation of Articles 20(2) and 24(2)4 of the Local Invested and Invested Act. Accordingly, the resolution of this case and the donation of this case by the Defendants constitutes an act in violation of statutes or the articles of incorporation.

C. Even if the instant resolution does not constitute an act in violation of the statutes or the articles of incorporation, and thus, the Defendants are obligated to perform delegated affairs with the Plaintiff’s duty of care as a good manager. Nevertheless, the Defendants’ resolution to donate KRW 15 billion to ○○○○○○ Industries of the instant construction project, which is difficult to expect rehabilitation without sufficient review as to the validity of the instant donation, constitutes an act in violation of the duty of good faith beyond the scope of directors’ discretion.

D. Therefore, the Defendants, by adopting the instant resolution with the content that approves the instant donation by neglecting their duty of care in violation of the statutes or the articles of incorporation, and thereby causing damage equivalent to 15 billion won to the Plaintiff. As such, the Defendants jointly and severally shall pay 15 billion won to the Plaintiff as damages for tort under Article 399 of the Commercial Act.

3. Whether the Defendants are liable for damages in violation of the statutes or the articles of incorporation. Whether the donation of this case constitutes a self-transaction under Article 398 of the Commercial Act

1) Relevant legal principles

If a director commits, intentionally or by negligence, an act in violation of Acts and subordinate statutes or the articles of incorporation, the director is jointly and severally liable for damages to the company (Article 399(1) of the Commercial Act; joint and several liability at this time refers to joint and several liability); if the act is committed by a resolution of the board of directors, the director who consented to the resolution of the board of directors (Article 399(2)); and if the act is committed by a resolution of the board of directors, the director who participated in the resolution of the preceding paragraph and who does not raise an objection is presumed to have

In addition, in order for a director or a major shareholder under Article 542-8 (2) 6 of the Commercial Act to engage in a transaction with a company on his/her own or a third party's account, the board of directors shall, in advance, clarify the important facts about the transaction and obtain approval from the board of directors, and in this case, the approval of the board of directors shall be at least two-thirds of the registered directors, and the details and procedures of the transaction shall be fair (Article 398 subparagraph 1 of the Commercial Act). In this case, "major shareholder" under Article 542-8 (2) 6 of the Commercial Act refers to a shareholder who owns at least 10/10 of the total number of issued and outstanding shares other than nonvoting shares on his/her own account or exercises de facto influence over the major affairs of management of the listed company, such as the appointment and dismissal of directors, executive directors, and auditors, regardless of the name (Article 33-2 (1) of the Commercial Act). In addition, the articles of incorporation of the Plaintiff also

2) Whether T market price falls under a major shareholder under Article 542-8(2)6 of the Commercial Act, and whether T market price falls under a shareholder who exercises de facto influence over major management matters of the listed company, such as appointment and dismissal of directors, executive directors, and auditors. The fact that T market price falls under a major shareholder.

The following facts may be acknowledged by comprehensively taking account of the overall purport of the arguments as seen earlier or as stated in Gap evidence Nos. 24, 27, 28, Eul evidence Nos. 6, 7, and 8. (1) The directors of a joint venture company under the Commercial Act are required to be appointed by a resolution of the general meeting of shareholders (Article 382(1) of the Commercial Act), but among the joint venture parties, the coal industry business entity among the joint venture parties nominates a full-time or non-standing director equivalent to a majority of the total directors, and the remaining joint venture parties have the authority to nominate a full-time director, and at the general meeting of shareholders, the joint venture parties agreed to exercise their voting rights to appoint a director nominated by each other. In addition, when the joint venture party intends to replace a director nominated by it, the remaining parties to the joint venture agreed to exercise their voting rights by the general meeting of shareholders so that the replacement of directors can take place.

(2) As of the end of 2012, the Mine Reclamation Corporation held 36.27% of the Plaintiff’s shares, 6.34% of the Gangwon-do Development Corporation, 4.9% of the fleet YY, 1.25% of the TWY, and Young-gun held 1% of the Plaintiff’s shares, and the Young-gun held 51.01% of the joint venture parties, a majority of the Plaintiff’s shares, and 1% of the joint venture parties, and 51.01% of the Plaintiff’s shares, which were the sole resolution of the joint venture parties, could satisfy the quorum for the general meeting of shareholders for the appointment of directors.

(3) Also, as a joint venture party, T City has the right to nominate one of the Plaintiff’s non-standing directors. In fact, the joint venture party including T City has exercised the right to nominate directors under a joint venture agreement, and the Plaintiff’s director has been appointed. (4) Defendant J was working for Defendant J as a non-standing director at the time of the instant resolution. Defendant J proposed the instant donation to the board of directors at the 109th, 110th, and 11th, and actively requested support for the instant donation to the other directors, and accordingly, the instant resolution was adopted.

B) Determination

In addition to the above facts, ① in the case of the appointment of directors according to the resolution of the general general meeting of shareholders, even if the number of shareholders is 10/10 or more of the total number of shares issued other than nonvoting shares, it is difficult to meet the quorum for the appointment of directors without the consent of other shareholders. On the other hand, T City held 1.25% shares, but through a joint venture agreement, it has a free right to appoint one director. ② The granting of the right to nominate directors to the joint venture parties in a joint venture agreement appears to be a device to secure the right to speak and influence on the Plaintiff of the abandoned mine area local government including T City. ③ The joint venture parties with the right to nominate directors are only six of the total number of shareholders of the Plaintiff (as of December 31, 2014, evidence Nos. 27 and 28). ④ If the parties to the joint venture have the authority to replace a certain number of directors as well as directors, it is reasonable to consider the possibility of the appointment of directors and the interests of the parties to the joint venture rather than the Plaintiff’s interests.

3) Whether the donation of this case constitutes a self-transaction under Article 398 of the Commercial Act

Article 398 of the Commercial Act provides that directors, etc. shall sacrifice the company's interests through the company's transaction and pursue private interests. Thus, if directors, etc. and the company's interests conflict with each other and are likely to cause disadvantages to the company, the act constitutes a transaction subject to Article 398 of the Commercial Act regardless of a contract or sole act. In the case of the donation of this case, the donation of this case constitutes a transaction subject to Article 398 of the Commercial Act, regardless of a contract or sole act. Since the plaintiff contributes 15 billion won to T city, which is a major shareholder, to TW and the plaintiff's interests conflict with each other and is likely to cause disadvantages to the plaintiff, the donation of this case constitutes a self-transaction, and thus, it is subject to the approval of the board of directors with the consent of

The Plaintiff’s resolution of this case was made with 12 persons, 15 registered at the board of directors at the 111th board of directors, and 7, 3, and 2, with the assent of 7, 10, and 2, with respect to the proposal of this case. Thus, the resolution of this case was made based on the resolution of this case, and the resolution of this case did not meet the quorum of this case without the consent of 2/3, 10 or more of the registered directors at the board of directors at the board of directors at the board of directors at the 111th board of directors. Therefore, the donation of this case was made by a major shareholder without the legitimate resolution of the board of directors under Article 398 of the Commercial Act and Article 33-2(1) of the Articles of the Plaintiff’s articles of incorporation. Thus, the Plaintiff constitutes an act in violation of the law or the articles of incorporation of this case (the Plaintiff did not meet the approval of the board of directors at the meeting of this case. However, the resolution of this case is not prohibited.).

B) Article 399(2) and (3) of the Commercial Act, as well as Article 399(2) and (3) of the Commercial Act, on the other hand, where any violation of statutes or articles of incorporation is committed by a resolution of the board of directors, the reason why a director is liable for the joint and several liability to the company is that the exercise of voting rights by the director itself belongs to the duties entered in the scope of duty of care. Therefore, where a director is liable under Article 399(2) of the Commercial Act, the matters presented to the board of directors are limited to cases where the resolution itself violates statutes or the articles of incorporation, and where the resolution itself does not have any such defect, but is merely a violation of statutes or the articles of incorporation in the course of the director’s performance of duties, the director who

In the case of this case, although the resolution of this case was not in violation of the law or the articles of incorporation, but did not meet the quorum stipulated in Article 398 of the Commercial Act, the donation of this case was merely a violation of the law and the articles of incorporation, which was made in the course of performing its duties, and deemed that the resolution of this case satisfied the quorum. If the defendants who agreed with the resolution of this case were to be liable for damages on the ground that the donation of this case constitutes a violation of the law and the articles of incorporation without a legitimate resolution of the board of directors, the defendants are not liable for damages on the ground that other directors did not agree with the proposal of this case without fulfilling their duty of care at the time of the resolution of this case, but on the ground that other directors did not agree with the resolution of this case at the time of the resolution of this case and did not meet the quorum. Accordingly, the plaintiff cannot give consent or raise any objection pursuant to Article 399(2) and (3) of the Commercial Act to the defendants on the ground that it was unlawful without a legitimate board of directors resolution.

C) Whether a person is liable for violating the statutes and articles of incorporation under Article 399(1) of the Commercial Act

However, as a member of the board of directors, directors of a corporation are not limited to the expression of intent on the agenda presented to the board of directors as a member of the board of directors, and have a duty to monitor the overall performance of duties of directors in charge of other duties as well as the duties (see Supreme Court Decision 2005Da51471, Dec. 11, 2008, etc.).

Meanwhile, according to the evidence No. 14 and evidence No. 8 of this case, the plaintiff legal team sought advice on the legality of the resolution according to the proposal of this case to law firm, and the law firm law firm's interest village sent reply on July 11, 2012, which was prior to the resolution of this case, that the donation of this case is highly likely to constitute a major shareholder's own transaction. The defendant B, the representative director of the board of directors of the 111 board of directors, as the chairperson, deemed that the resolution of this case was duly made after meeting the quorum. The remaining defendants did not raise any objection as to the fulfillment of the quorum during the resolution of this case. The fact that the donation of this case was made according to the resolution of this case is as seen earlier.

Therefore, according to the above facts of recognition, Defendant B evaluated that the resolution of this case was lawfully made without having knowledge that the donation of this case constitutes one’s own transaction under the Commercial Act, and made the donation of this case without a legitimate resolution of the board of directors. In addition, the remaining Defendants, other than Defendant B, neglected their duty to monitor and monitor the application of the number of special satisfaction of at least 2/3 of the registered directors at the resolution of the proposal of this case, and failed to prevent Defendant B from passing the proposal of this case according to the resolution of this case where the quorum is not satisfied. Ultimately, it is reasonable to evaluate that the remaining Defendants jointly participated in the act of passing the proposal of this case and the execution of the donation of this case.

B. Whether the donation of this case violates Articles 20(1) and 24(2) of the Local Investment and Contribution Act, the Local Investment and Contribution Act does not apply to a local government-invested public corporation under Articles 2, 3, and 4 of the Local Public Enterprises Act (Article 2(2)1 of the Local Investment and Contribution Act), and Article 42 of the Local Public Enterprises Act, in full view of the overall purport of the arguments in the statement in Article 2(2)1, and Article 42 of the Local Public Enterprises Act, the Corporation of this case is a local government-invested public corporation established pursuant to Articles 3, 49(1)2 of the Local Public Enterprises Act. Thus, the provision of the Local Investment and Contribution Act does not apply to the instant construction. Accordingly, the Plaintiff’s assertion that the instant donation of this case was made against

C. Sub-committee

Therefore, Defendant B approved the proposal of this case through the resolution of this case where it did not meet the quorum and carried out the donation accordingly, and the Defendants’ joint participation except Defendant B constitutes a violation of the statutes and the articles of incorporation pursuant to Article 399(1) of the Commercial Act. Accordingly, the Plaintiff suffered damages equivalent to KRW 15 billion of the donation of this case. Accordingly, the Defendants are jointly and severally liable for damages to the Plaintiff.

4. Whether the resolution of this case violates the duty of care in good faith

In addition, the resolution of this case by the Defendants violated the duty of care and the Defendants are liable for damages under Article 399(2) and (3) of the Commercial Act.

A. Relevant legal doctrine 1) If a director is liable for damages caused by a director’s failure to perform his/her duties intentionally or by negligence, he/she shall be jointly and severally liable for damages to the company (Article 399(1) of the Commercial Act). If the act under the preceding paragraph is committed by a resolution of the board of directors, a director who consented to the resolution is also liable under the preceding paragraph (2) (Article 399(2)). In addition, if a director who participated in the resolution under the preceding paragraph and raises an objection without the minutes, he/she shall be presumed to have consented to the resolution

As to whether a director under Article 399(1) of the Commercial Act constitutes a case where he/she neglected his/her duties, a director has broad discretion to the extent that it does not violate statutes or the articles of incorporation, so if a director’s act relates to the management of the company, it cannot be deemed that the director breached his/her duty of care as a good manager solely on the ground that the director took advantage of the best interest within the scope of reasonable business judgment based on a normal director

2) Whether a contribution act violates the duty of care and good faith

In the event a company makes a contribution to another company or a self-supporting organization, the company’s unilateral expenditure is different from the ordinary transaction based on consideration. Therefore, in the case of a contribution act, it causes losses equivalent to the amount of contribution to the company short-term, but from a long-term perspective, it can expect indirect profits, such as enhancing the company’s image and community trust and promoting the company through the contribution from a long-term perspective, unlike ordinary transaction, it should be determined on the basis of whether the director violated the duty of due care for the contribution act, on the basis of whether the director sufficiently compared and considered the financial loss, indirect and long-term interests of the company due to

(1) Specifically, in light of the subject and purpose of a contribution, a contribution act shall be determined on the basis of whether the contribution act was made within the scope of discretion of the directors, taking into account the following: (i) whether the contribution act was made with a view to contributing to the public interest; (ii) whether an indirect or long-term benefit, such as enhancing the image of the company through the contribution act is expected; (iii) whether the amount of contribution is within a reasonable scope in light of the financial status of the company; (iv) whether the disbursement of the expense equivalent to the contribution amount is within a reasonable scope in comparison with the company’s profit; and (v) whether the contribution act was made with sufficient consideration and

B. Whether the instant donation was made for the purpose of contributing to the public interest, the following facts are acknowledged in full view of the overall arguments as follows: (a) the instant construction project cost was anticipated to be approximately KRW 280 billion at the time of the basic design service in 2003, but the cost of KRW 430 billion was actually required as a result of the actual construction project; (b) the instant construction project was borrowed from the agricultural cooperative without a specific financing plan without a specific financing plan; (c) the ownership ownership ownership ownership ownership ownership ownership ownership of ○○○ Shipbuilding and the instant construction project was low to undergo management difficulties; and (d) around 2012, the amount of the instant construction project’s liabilities under the financial statements was anticipated to be paid KRW 30,000,000,000 to KRW 15,000,000,000,000,000 won; and (e) the Corporation could not be paid to KRW 1,500,000,000.

B) The Plaintiff paid the instant donation to T City for the emergency operational fund of the instant construction. The Plaintiff’s articles of incorporation (i.e., payment of public charges and statutory charges for the instant donation to ○○○○○○○○○○○○○○○○○○○○○○○○○○ operating fund, etc.), which received the instant donation from T City, used the instant donation as the instant donation for the operation fund of the instant ○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○○), like the legislative purpose of the Abandoned Mine Mine Act (Article 1). The Plaintiff’s articles of incorporation (Article 2 of the Articles of incorporation), “to promote a balanced development between regions and improve the residents’ living conditions by promoting the balanced development of the abandoned mine area and promoting the economy of the abandoned mine area (Article 2 of the Articles of incorporation), but as long as the Plaintiff was established for the purpose of casino business, tourist hotel business, athletic business, etc., it is difficult to interpret the Plaintiff’s direct purpose of establishment.

D) Even if the donation of money does not constitute the Plaintiff’s direct purpose of establishment, the Plaintiff can contribute money for the purpose of public interest, such as promoting the tourism industry in abandoned mine areas.

However, considering the financial situation of the instant corporation, the instant donations were not invested in the tourism industry in the future, but were invested for the purpose of providing emergency operational funds prior to the commencement of bankruptcy or rehabilitation procedures on the premise of the completion of the operation of the instant ○○○○ Shipbuilding, so it is difficult to recognize that the instant donations are appropriate as a means for achieving the purpose of promoting the tourism industry in the abandoned mine area.

E) Each year, the Plaintiff contributed 80 billion won or more to the Welfare Fund or the Welfare Foundation, etc., and around September 15, 2001, in order to ensure the balanced development of the abandoned mine area, the Plaintiff donated 1 billion won or more each as a regional development cooperation project expense to Tju-si, Young-gun, Young-gun, and Jong-gun-gun for a total of KRW 4 billion. However, in comparison with such contribution act, the donation of this case was provided as the fund for the emergency operation of ○○○○ Shipbuilding and used only as the operating expense of the instant construction, and thus, it cannot be said that it was directly helpful to accomplish the public interest for the entire abandoned mine area beyond Tw and the construction of this case.

In addition, considering the purport of evidence No. 24 in light of the purport of the argument as a whole, it is recognized that T market is a shareholder holding 57.4% equity interest of the instant corporation, and it guarantees payment of 146 billion won out of the loans to the agricultural cooperatives of the instant corporation. Even if the financial crisis of the instant corporation due to the bankruptcy of the instant corporation, this is, in principle, a matter to be resolved by the State through government subsidies or political consideration, and the Plaintiff, a profit-making corporation, cannot be deemed to bear a duty of public interest to compensate for such damage against the interests of the general shareholders. In light of the fact that the Plaintiff, a profit-making corporation, cannot be deemed to have serious public interest to be achieved by the instant donation.

2) Whether the donation of this case is helpful to the Plaintiff’s interest from a long-term perspective or not, taking into account the following circumstances acknowledged by comprehensively taking account of the overall purport of the pleadings as a whole, it is difficult to view that the donation of this case is helpful to the Plaintiff’s interest from a long-term point of view. (A) Since ○○○○○○○○○○○○ operated by the construction of this case competition with the type of business overlapping with the Plaintiff’s golf course, skiing ground, and accommodation business, it is difficult to view that even if the operation of the construction of this case is normalization by making the donation to the construction of this case, it may have a positive effect on the Plaintiff’s business.

B) Since the donation of this case is not used to create a new business territory or expand its business, but is used as an emergency operational fund to resolve the financial difficulties of T Shi and the instant construction, it is difficult to deem that the Plaintiff may obtain a certain business opportunity or obtain an additional benefit related to the Plaintiff’s business through the donation of this case.

C) The Plaintiff appears to have had a positive corporate image to contribute to the interest of the residents in the abandoned mine area through the instant donation. However, on the other hand, the Plaintiff’s negative evaluation is likely to fall down with the Plaintiff’s corporate image, by making a contribution to the instant contribution to the business without possibility of recovery, and making a negative evaluation that only the Plaintiff’s management is maintained, such as making a contribution to the business without possibility of recovery.

3) Whether the disbursement of expenses equivalent to the instant donation is reasonable

The following facts are acknowledged in light of the overall purport of the arguments in the evidence Nos. 14, 24, 27, 28, and Eul evidence Nos. 5, 21, and 22. As of December 31, 2012, the Plaintiff: (a) as of December 31, 2012, the assets were 2.9,06.6 billion won; (b) the liabilities were 5,34.6 billion won; (c) the capital was 2.3,72 billion won; and (d) the net income was 3,06.2 billion won; (b) as of December 31, 2013, the assets were 3.1 billion won; (c) the liabilities were 5,84.3 billion won; (d) the capital was 2.5 billion won in net income; and (e) the assets were 2,97.5 billion won in total income; and (e) the amount of the donations in this case was 15 billion won in total annual net income.

B) Although the Plaintiff has contributed 80 billion won or more each year, most of the above money was contributed to the welfare fund or the welfare foundation, or used for the purpose of operating the sports team as advertising expenses, advertising expenses, etc. The donations that the Plaintiff executed by himself was merely the amount of KRW 22 billion in 2010, KRW 18 billion in 201, KRW 17 billion in 201, and KRW 17 billion in 2012. Therefore, the amount of the donations in this case is money that the Plaintiff collected from his own for one year.

C) The Plaintiff, upon the resolution of the board of directors on December 22, 2009, donated KRW 6.2 billion to Young-gun on March 5, 2010 as the expense for hot spring development projects in Young-gun. However, while examining a proposal to establish the Plaintiff’s employee training institute in Young-gun at the request of the Gangwon-do Governor at the time, as the Plaintiff promoted the employee training institute project at the planned location of the employee training institute, the Plaintiff would instead make a contribution to the Young-gun, instead of constructing the employee training institute. Before making the said contribution, the Plaintiff had conducted a procedure for evaluating the validity of the hot spring development project through hot spring drilling and inspection and investigation services from August 22, 2007 to August 209. In addition, the Plaintiff could expect that it would assist the Plaintiff in attracting the customers of Young-gun, which was operated by the Plaintiff.

D) Of the shares in the instant construction project, T market price of 57.4%, Co., Ltd. was 25.9%, the gold industry was 8.6%, Daeyang Co., Ltd., 4.3%, and 3.8% of the shares in the instant construction project. In principle, in the event that the operating funds of the instant construction project are insufficient, shareholders would share the funds and procure the funds, but the remaining shareholders, except T market, did not make any additional investments for the normalization of the instant construction project.

E) As of December 31, 2014, among the Plaintiff’s shareholders, as of December 31, 2014, minority shareholders except joint investors and shareholders holding more than 1% of shares among the Plaintiff’s shareholders reach 28,952, and the share ratio reaches 42% on 36.42% on the part of the Plaintiff’s shareholders through the instant donation. As such, inasmuch as profits equivalent to the instant donation were earned among the Plaintiff’s shareholders, from the standpoint of minority shareholders, the distributable amount was reduced due to the instant donation, and the share value was reduced.

According to the above facts, although the Plaintiff’s financial status is good, considering the Plaintiff’s use and ratio of donations, the public interest expected to be achieved through the instant contribution act, and the long-term and indirect profit expected by the Plaintiff, and the amount and form of the instant contribution, it is difficult to view that the Defendant’s payment of expenses equivalent to the instant contribution was made within a reasonable scope. 4) The financial support (1) for the instant corporation, which was made prior to the instant contribution, was acquired convertible bonds in an amount equivalent to KRW 15 billion issued by the instant Corporation on July 10, 2008, based on the overall arguments as follows: (i) whether the Defendants had undergone a sufficient examination on the instant contribution proposal; (ii) whether the Defendants had undergone a sufficient examination on the instant contribution; and (iii) whether there was a financial support (1) as indicated in the evidence No. 4, 7, 11, 14, and 24, and (24), and the purport of the entire pleadings as to the converted stock price.

(2) Defendant J proposed a loan to the Plaintiff’s 97th board of directors for the purpose of lending KRW 30 billion operating funds to the instant Corporation until the instant Corporation sells its assets. On October 28, 2010, the Plaintiff’s board of directors made an evaluation based on the security offered by the instant Corporation, and prepared and presented a detailed statement to the next board of directors within the scope of the amount recoverable as above, to the extent of KRW 30 billion. The following resolution was adopted: “After the instant Corporation made several appraisals and additional appraisals on the land, buildings, etc. offered by the instant Corporation, but there was no additional discussion on the said loan. (3) On November 23, 2011, the Plaintiff’s board of directors refused to cooperate with the Minister of Knowledge Economy so that the Plaintiff may take over the instant ○○○ Ordinance, but the Minister of Knowledge Economy rejected the request.

The Minister of Knowledge Economy requested the Minister of Knowledge Economy to support the 150 billion won of the ○○ Ri Project, but the Minister of Knowledge Economy rejected the issue of business support on the ground that the plaintiff's management should be determined.

B) To explain the effectiveness of the instant donation to the Defendants prior to the instant resolution, T City proposed a draft rehabilitation plan (1) to the effect that, after receiving a donation of KRW 15 billion from the Plaintiff and converting the Plaintiff’s convertible bonds into shares, KRW 15 billion has been invested by the Mine Reclamation Corporation, and the unpaid construction cost has been reduced to KRW 58.2 billion, and 14.7 billion interest on loans from agricultural cooperatives. “The draft rehabilitation plan (hereinafter referred to as “the instant draft rehabilitation plan”) was presented to the Defendants. However, prior to the instant draft rehabilitation plan to the instant draft rehabilitation plan, T City violated the Plaintiff’s duty to provide advice and suggestions on the improvement of the financial situation of the instant construction, and it was difficult for the Plaintiff to obtain a resolution on the instant draft rehabilitation plan and its additional investment from the relevant parties and the relevant law firm at the time of the instant draft rehabilitation plan to the effect that it is difficult for the Plaintiff to obtain an additional opinion on the instant draft rehabilitation plan and its investment in the instant case (hereinafter referred to as “the instant draft rehabilitation plan”).

C) According to the Closed Mine Area Act, the Plaintiff should provide 25/100 of the profits to the Abandoned Mine Area Development Fund established in accordance with the Gangwon-do Municipal Ordinance to use them for tourism promotion and regional development related to the Abandoned Mine Area. The Abandoned Mine Area Development Fund should use the funds for alternative industry support projects, infrastructure projects, such as roads, education, culture and art promotion projects, environmental improvement projects, etc. (Article 11(5) of the Abandoned Mine Area Act, and Article 16(2) and (3) of the Enforcement Decree of the Abandoned Mine Area Act). As such, in light of the fact that the Plaintiff already provides for a large amount of contribution for the development of the Abandoned Mine Area, and the method of donation and purpose of use under the Abandoned Mine Area Development Act, in order for the Plaintiff to make a contribution independently from the funds donated to the Abandoned Mine Area Development Fund, it is reasonable to view that the Plaintiff should have more careful consideration in order to make a contribution to the Abandoned Mine Area Development Fund and comply with the purpose and procedure corresponding to the Abandoned Area Act.

D) Sub-decisions

According to the above circumstances, as the Defendants’ financial stability of the instant construction and T market value through the instant donation at the time of the resolution, it would be helpful to promote the public interest of the entire abandoned mine area. Whether the instant donation is excessive in light of the Plaintiff’s financial status, and the Plaintiff may obtain tangible and intangible profits proportional to losses equivalent to the amount of the instant donation through the instant donation, and it is difficult to view that the Defendants sufficiently reviewed whether the instant donation within the reasonable scope.

5) Sub-decisions

Therefore, it is difficult to view that the instant donation did not contribute to the promotion of the public interest of the entire abandoned mine area, and that there was a long-term interest for the Plaintiff through the donation. However, in light of the Plaintiff’s financial status and the form of the instant donation, the disbursement of expenses equivalent to the instant donation does not exceed a reasonable scope, and it is difficult to view that the Defendants sufficiently considered and reviewed the instant donation at the

Therefore, the resolution of this case, which approved the donation of this case and the donation of this case, was in violation of the duty of care and went beyond the scope of discretion on management as a director, and constitutes a case where a director was negligent in performing his duties under Article 399(1) of the Commercial Act. Accordingly, the plaintiff suffered damages equivalent to 15 billion won of the donation of this case.

Defendant J, etc. participated in the resolution of this case and expressed his consent to the proposal of this case. Defendant B and C do not have any assertion or proof that they have raised an objection to the resolution of this case. It is presumed that they agreed to the resolution of this case (Article 399(3)). The Defendants are jointly and severally liable to compensate the Plaintiff for damages therefrom pursuant to Article 399(2) and (3) of the Commercial Act.

5. Determination of scope of damages;

A. Relevant legal principles

In a case where a director is liable for compensating the company for damages by committing an act in violation of Acts and subordinate statutes or the articles of incorporation or neglecting his/her duties, the scope of compensation for damages may be limited in light of the ideology of the fair compensation system, taking into account all the circumstances such as the content and nature of the business, the background of the director's violation of duties and the manner of the violation of duties, the degree of involvement in the occurrence and expansion of the company's damages, the degree of contribution to the ordinary director's company, the degree of contribution to the company, the profit of the director from the violation, the existence of the company's organization failure, and the establishment of the risk management system (see, e.g., Supreme Court Decisions 2002Da60467, Dec. 10, 2004; 205Da51471, Dec. 11, 2008).

B. Restriction on the amount of damages

(8) The Plaintiff was a corporation established for the purpose of economic promotion and balanced development of abandoned mine areas pursuant to the Abandoned Mine Area Act, and was responsible to a certain extent for the economic development of abandoned mine areas, and was designated as other public institutions pursuant to the Act on the Operation of Public Institutions and the extent of its shareholders is composed of government agencies or abandoned mine areas, and thus, has a character of public interest (the aforementioned facts, Eul evidence 2). ② The Defendants did not acquire any profit through the instant resolution and the instant donation. ③ The Defendants used the instant donations for the emergency management fund of the ○○○○○○○, and the instant donations were not normal, but the Defendants were not able to be paid damages to the Plaintiff at the time of 20th meeting to the extent that the Defendants were not aware of the fact that the 1st meeting of the board of directors’ interest in the instant donations was difficult to accept (the foregoing facts, No. 27 evidence). ④ The Defendants were not aware of the 1st meeting’s duty to provide the instant donations to the Plaintiff at the time of 20th meeting’s negligence.

At this time, taking into account the fact that Defendant J proposed the agenda of the instant donation in the 109th, 110th, and the resolution of this case as a director appointed by T City, and actively advocated the instant donation, Defendant J’s liability for damages to 20%, Defendant J’s liability for damages to 10%, Defendant B, C, D, E, F, G, H, and I, respectively.

C. Sub-committee

Therefore, Defendant J, as to the Plaintiff, KRW 3,00,00 ( = 15,00,00, KRW 000 x 20%) and KRW 800,000, which are limited damages for primary donations among the above money ( = 4,00,000, KRW 000, KRW 2000 x 20%; hereinafter the same calculation process is omitted), the first contribution was paid to the Plaintiff, from August 14, 2012, KRW 80,00, KRW 00, KRW 200, limited damages for the second contribution, KRW 30,000, KRW 20, KRW 300, KRW 200, KRW 300, KRW 200, KRW 300, KRW 200, KRW 300, KRW 200, KRW 30, KRW 201, KRW 30, KRW 200, KRW 301, respectively.

16. Not later than five percent per annum under the Civil Act, and twenty percent per annum under the Act on Special Cases Concerning the Promotion, etc. of Legal Proceedings from the following day to the date of full payment. With respect to the above three, five hundred, five0, five00, five hundred, five00, and ten percent per annum among those paid to Defendant J ( = 15,000,000, ten percent per annum x ten percent per annum), and with respect to the amount of damages paid from 00,000,000 per annum 10,000,000 per annum 20,000,000,000 per annum 10,000,000 per annum 2,000,000 per annum 2,000,000 per annum 1,000,000 per annum 2,010,000 per annum 1,201,04,000 per annum 1,204.

6. Conclusion

Therefore, the plaintiff's claim against the defendants is justified within the scope of the above recognition, and the remaining claims are without merit, and all of them are dismissed. It is so decided as per Disposition.

Judges Kim Jong-sung

A judge is unable to sign and affix a seal due to a childbirth leave;

The presiding judge

A printing company;

Judges Lee E-young

1) As of December 31, 2014, the Mine Reclamation Corporation shall be 36.26% for the Plaintiff’s shares, the Gangwon-do Development Corporation shall be 6.1% for the Gangwon-do Development Corporation, and the Young month for the Plaintiff’s shares.

1% for the Gun, 4.9% for the Guns, 1.25% for Sam-si, and 1.25% for T City, each share of 50.76% in total.

(1) have been held.

2) Article 49 (Establishment of Local Public Enterprises Act)

(1) If necessary to efficiently conduct the projects under Article 2, a local government-invested public corporation (hereinafter referred to as "local government").

The Corporation may establish a corporation. In such cases, the Special Metropolitan City Mayor, a Metropolitan City Mayor, a Metropolitan Autonomous City Mayor, or a Metropolitan Autonomous City Mayor before the corporation is established.

The Do Governor and the Special Self-Governing Province Governor (hereinafter referred to as the "Mayor/Do Governor") shall be the Minister of Government Administration and Home Affairs and the head of the Si/Gun/Gu (autonomous Gu).

The head of the Gu shall consult with the competent Special Metropolitan City Mayor, Metropolitan City Mayors and Do Governors.