early 2014 Heavy671 ( December 01, 2012)

Since the amount received by the Plaintiff is substantially received as a price for merger, the imposition of global income tax is legitimate.

The amount paid by the non-party company to the Plaintiff in the form of loan shall be the amount of merger or transfer, and since the amount of merger is clearly specified, the disposition imposing global income tax is legitimate.

Article 44 of the Corporate Tax Act

2016Guhap61724 global income and revocation of such disposition

AA

bbbb Head of the Tax Office

on 13, 2017

October 17, 2017

1. The plaintiff's claim is dismissed.

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

Cheong-gu Office

The Defendant’s disposition of imposition of global income tax of KRW 736,840,030 against the Plaintiff on October 15, 2013 is revoked.

1. Details of the disposition;

A. BBB is a company engaged in the business of manufacturing and selling clothes, and c and ccomer Co., Ltd. (hereinafter referred to as c and ccomer Co., Ltd., hereinafter referred to as c and ccomer in the case of c and ccomer) was engaged in the business of selling clothes, etc., and the Plaintiff was working as the largest shareholder and the representative director of the merged company before the merger.

B. On April 7, 2011, the Plaintiff and BBB agreed to take over the shares and management rights of the merged company from the Plaintiff (hereinafter referred to as “the overall agreement of this case”), as listed in paragraph (1) in the separate sheet of the attached list of the Plaintiff and BBB, and the main contents thereof: (1) BBB takes over all shares issued by the merged company owned by the Plaintiff; and (2) BbbbbbB takes over the shares to be paid to the Plaintiff; (3) the acquisition price of the shares to be paid to the Plaintiff by the merged company is 60 billion won (c20 billion won + C20 billion won + 40 billion won) upon the assumption that the total amount of the shares to be borne by the merged company is below 60 billion won; and (3) BBB may lend the funds to the Plaintiff within the amount of KRW 50 billion (bbb. per annum interest rate of 200 billion, 20000,0000,0000).

C. Around May 201, BB and the merged companies comprehensively succeeded to all assets, liabilities, rights, and contractual status related to the business of the merged companies, and entered into a merger agreement with the effect that the date of the merger would be July 1, 2011 (hereinafter “the merger in this case”). Accordingly, the Plaintiff acquired 35,451 shares of BB as the merged company. Meanwhile, according to the merger financial statements published in the electronic disclosure system of the Financial Supervisory Service, according to the merger financial statements published in the Financial Supervisory Service, the total liabilities of the merged companies to which BB succeeded due to the merger in this case are KRW 70.6 billion.

D. The Plaintiff established dddd on April 15, 201, which was following the instant general agreement, and ddd on July 1, 2011, entered into a contract for business takeover with the content of taking over the business of some of the stores of the merged companies (excluding ○○ and ddd on a d on a d on a d on a d on a d on a d on a d on a d on a d on a d on a d on a d on

E. BBB paid to the Plaintiff KRW 4.9 billion from April 15, 2011 to May 13, 2011, and KRW 1.5 billion from May 13, 2011 to August 16, 2011, and KRW 1.5 billion from May 13, 2011 to August 16, 201, and KRW 6.14 billion on September 16, 201, respectively (the foregoing KRW 4.92 billion paid to the Plaintiff and KRW 4.65 billion paid to DD out of the said KRW 1.5 billion paid to the Plaintiff), and each written agreement on the loan was drawn up at each time.

F. On October 15, 2013, the Defendant issued a disposition imposing global income tax of KRW 5,230,262,070 for the year 201 on the ground that the instant merger does not constitute qualified mergers as stipulated in Article 44 of the Corporate Tax Act, and that the amount of deemed dividend by the Plaintiff is KRW 12.2 billion (2 billion - the amount of deemed dividend by the merged company is KRW 7.8 billion).

G. On January 9, 2014, the Plaintiff filed an administrative appeal seeking the revocation of the disposition imposing global income tax as stated in the above paragraph (f) with the Tax Tribunal, and received the instant payment in accordance with the loan agreement instead of having been paid as the price for the merger. According to the General Agreement of this case, bbb pays 20 billion won on the condition that the total amount of the liabilities of the merged company is less than 60 billion won. However, bbb pays 20 billion won on the condition that the total liabilities of the merged company actually succeeded to by bbb is less than 70.6 billion won, the price of the merger actually paid to the Plaintiff is 9.4 billion won (=20 billion won - 70.6 billion won - 60 billion won). On December 1, 2015, the Tax Tribunal accepted the Plaintiff’s conjunctive claim on December 1, 2015, and decided the tax base and amount of global income tax against the Plaintiff.

H. On December 15, 2015, the Defendant issued a disposition to rectify the Plaintiff’s global income tax of KRW 736,840,030 for the year 201 upon the determination of the Tax Tribunal (the Defendant’s global income tax disposition of October 15, 2013) (the remainder of the reduction as above is referred to as “the instant disposition”).

(3).

[Ground of recognition] Facts without dispute, Gap evidence Nos. 2, 3, 4, 8, 10, Eul evidence Nos. 1 and 7 (including paper numbers; hereinafter the same shall apply), the purport of the whole pleadings

2. The plaintiff's assertion

bbbb paid to the Plaintiff and DD by a funding agreement separate from the merger of this case, and the merger of this case constitutes qualified merger under Article 44(2) of the Corporate Tax Act, since the payment of this case was not paid as the price for the transfer or the price for the merger, the merger of this case constitutes a qualified merger under Article 44(2) of the Corporate Tax Act. Even if the payment of this case was paid as the price for the merger of this case, it cannot be deemed as the price for the merger of DD, and the price for the merger of this case claimed by the Defendant is not clearly specified. Nevertheless, the disposition of this case

3. Related statutes;

Attachment 'Related Acts and subordinate statutes' shall be as shown.

4. Determination on the legality of a disposition

(a) Facts of recognition;

1) The instant general agreement

The Plaintiff and BBB entered into an agreement with the Plaintiff on April 7, 201 that BBB shall take over the shares and management rights of the merged company from the Plaintiff, as shown in Section 1 of the Schedule.

2) Upon entering into the instant merger contract and the instant merger contract on April 7, 2011, the Plaintiff and bbb, on April 7, 2011, entered into a share and management right acquisition contract with the effect that the Plaintiff acquires all shares issued by the merged company from the Plaintiff, set the acquisition price of the shares to c as KRW 1.8 billion, 625, 350,000, and entered into the instant merger contract (referring to the evidence Nos. 3 and 4) as indicated in the foregoing paragraph on May 27, 2011.

3) The Agreement dated June 27, 201 (Bills 1)

BBB and DD have prepared the agreement as described in Section 2 of the Schedule with respect to the subsequent measures of the instant General Agreement on June 27, 2011, and confirmed that the instant General Agreement should be applied more preferentially than the 'bbb and Dd' and the 'stock sales contract' (see, e.g., evidence 6).

4) The Agreement dated October 31, 201 (Bill)

On October 31, 2011, the Plaintiff, DD, BB has drawn up an agreement as described in paragraph 3 of the attached Table with respect to subsequent measures of the instant General Agreement. The main contents of the agreement are ① (i) the acquisition of the instant General Agreement between the Plaintiff, Ddddd, and Bbb is the amount paid in excess of 785 billion won in the settlement of the price, and (ii) the Plaintiff and Ddb shall make the repayment in six equal installments (18% per annum of the agreed interest rate of 18%), ③ the payment in excess of 6.4 billion won in the annual interest rate of 1.5 billion won in the instant General Agreement (2.4 billion won in the annual interest rate of 5 billion won in the instant Agreement), and (iii) the payment in excess of 6.4 billion won in the annual interest rate of 1.5 billion won in the instant General Agreement, and (d) the repayment interest rate of 1.6 billion won in the amount of 6 billion won in installments and 1.4 billion won in the remainder interest rate of 4 billion.4 billion won in the instant agreement.

5) On December 1, 2011, the notice (bbbbb made the Plaintiff and DD as receiver on December 1, 2011. As to the loan agreement concluded on September 16, 2011, the Plaintiff borrowed more than 1,140,000 won than the standard amount of the loan stipulated in the instant General Agreement. As such, the said loan was urged to immediately repay the loan, and a written notification to urge the offer of security under the said loan agreement (see subparagraph 9).

6) April 5, 2012

On April 5, 2012, the Plaintiff, Dddd, and BB drafted an agreement on KRW 6.14 billion for the loans described in paragraph (4) above as indicated in the [Attachment List No. 4]. The main contents of the agreement are ① dD shall issue bB convertible bonds with KRW 5 billion to bbb but shall pay KRW 2.5 billion for repayment with the remaining amount of KRW 2.5 billion when repayment is made with the maturity of KRW 2.1 billion, ② the remainder of KRW 1.4 billion (=6.1 billion).

- 40 million won - 5 billion won shall be repaid in installments for two years, and dd's credit (663 million won) shall be offset by the amount of d's credit (i.e., KRW 1140 million - KRW 663 billion - 63 billion) remaining after deducting the Plaintiff from future sales credit (i.e., KRW 1140 million - d') shall be repaid in full, with the Plaintiff’s actual loan of KRW 6.14 billion - (iii) the remainder of the loan excluded from the Plaintiff’s total loan of KRW 6.14 billion , which is the actual credit, from the Plaintiff’s total loan of d's credit of KRW 6.4 billion, within the scope permitted by the tax law, and the remaining amount shall be treated as the amount paid to the Plaintiff and agreed in the form permitted by the tax law (see subparagraph 10 of the evidence).

7) On April 30, 2012, the subscription agreement and agreement for the convertible bonds of April 30, 2012

DD, between BB on April 30, 2012, between BBB, DD issued convertible bonds of KRW 5 billion, and BBB concluded a contract to underwrite convertible bonds of KRW 5 billion with the purport that DD will acquire the said convertible bonds in KRW 5 billion, and the Plaintiff was jointly and severally liable for DD’s obligations as an interested party to the said contract. On April 30, 2012, the Plaintiff and BB agreed that on April 30, 2012, the Plaintiff had the right to purchase the said convertible bonds in KRW 2.5 billion prior to the maturity (see, e.g., evidence 11 and 14).

8) Statement of security offered by April 30, 2012

On April 30, 2012, the Plaintiff and DD confirmed that both the Plaintiff and DD jointly and severally bear the obligation to repay the principal and interest of convertible bonds equivalent to KRW 5 billion listed in paragraph 7 of the foregoing paragraph, and the obligation to repay the principal and interest of KRW 140 million listed in paragraph 6 of the above paragraph, as described in paragraph 5 of the attached Table No. 5, and that DD has the obligation to provide loans of KRW 1140,000,000 as stated in paragraph 6 of the above paragraph, and that DD has prepared a memorandum of security offer to provide e-mail land and its ground buildings (Evidence No. 12).

9) A statement of intent of offset dated April 30, 2012

BBB made up a set-off statement with the effect that on April 30, 2012, the claim amounting to 5 billion won is set off against the debt amounting to 5 billion won of the convertible bonds as stated in paragraph 7 of the said paragraph issued by ddddddddddddddddddddddddddddddddddddddddddd

10) The Agreement dated May 30, 2012 (Bill)

On May 30, 2012, the Plaintiff and BB entered into an agreement with BB stating that the Plaintiff’s actual ownership of shares (35,451 shares of BB as stated in 1.c. shares of BB as stated in 1. (c) is held by BB, and that BB does not assume the Plaintiff’s obligation to repay its claims of 4.92 billion won against the Plaintiff (see, e.g., evidence 15).

11) On May 30, 2012, a sales contract for shares (draft) and a certificate of refund confirmation (draft)

원고와 bbbb의 특수관계법인인 ee 네트웍스는 2012. 5. 30. 원고가 형식상 보유하고 있는 bbbb의 주식 35,451주를 ee 네트웍스에 매매가액 49억2,000만 원에 양도하기로 하는 내용의 주식매매계약서를 작성하고(을 제16호증 참조), bbbb은 2012. 5. 30. 원고에 대하여, 49억 2,000만 원을 정히 상환받았음을 확인한다는 내용의 상환확인증을 작성하였는데(을 제17호증 참조), 위 각 문서는 2014. 7.15. 작성된 것으로 기재되어 있다.

12) On December 19, 2012, the Preferred Share Subscription Agreement (U.S.) and the Agreement on the Issuance of Preferred Shares (U.S.) between Dobbb on December 19, 2012 and Dobb on December 19, 2012 agreed to acquire shares to be issued by Dobb in 2.5 billion won as part of financing. Dbbb entered into a contract on the Preferred Shares (see evidence 19 of this Act) with the effect that the method of payment for the Preferred Shares would be offset against the loan claims (see subparagraph 19 of this paragraph). In relation to the Preferred Shares, bbbb, and the actual owner of Preferred Shares at the request of the Plaintiff or the Plaintiff’s designated person, bB transferred the aforesaid Preferred Shares to the Plaintiff or the Plaintiff’s designated person without compensation, but dbbb cannot request the Plaintiff to collect the principal and outstanding bonds (see, e.g., Convertible bonds amounting to KRW 5 billion.).

13) A monetary loan agreement, etc. entered into on September 16, 2011

BBB entered into a monetary loan agreement with DD on September 16, 201 with the content that BBB shall lend 2.5 billion won to Ddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddd

14) A monetary loan agreement, etc. entered into on December 10, 2012

B B. On December 10, 2012, theff venture (hereinafter referred to as “gggg”) as a related company of BB entered into a monetary loan agreement with DD with the effect that Ggg will lend KRW 1 billion to DD (refer to the evidence No. 21, No. 28, No. 28). On December 17, 2012, gg was written with the confirmation statement No. 8 of the attached Table that DD had no obligation to pay principal and interest under the said monetary loan agreement (refer to the evidence No. 22, No. 27, No. 28-2).

15) Issuance of stocks, etc. by December 10, 2012

DD decided to issue 1.1 billion new shares on December 10, 2012 (referring to Article 38 Section 1 of this Act), and made a resolution of the board of directors to allocate 90,000,000 among them to ggg above the remainder of 200,000. ggg has taken over 2 billion won of the above shares to dg on December 17, 2012, with the agreement of the company to set off the share subscription form with the content that the share payment method would set off against the loan claim (see evidence 38-2 of this Act), ggggg was made to dd on December 13, 2012 with the notice of set off KRW 100,000 in ggggg and ggg as 300,000,000,000 won in gggg (see the notice of set-off 2. 100,1201. gg).

16) Certificate of December 26, 2012

BB On December 26, 2012, with respect to the Plaintiff, signed a written confirmation with respect to the 200,000 common shares (owner: gggg) issued by Dddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddd

[Ground of Recognition] A without dispute, significant facts in the court, evidence No. 24, and Eul No. 3, 4, 6, 89, 10

12, 13, 15, 16, 17, 19, 20, 22, 27, 28, 29, 30, and 38 items of evidence, and the purport of the whole pleadings.

(b) Relevant principles, etc.;

1) Article 14(1) of the Framework Act on National Taxes provides that if the ownership of the income, profit, property, act or transaction subject to taxation is nominal and there is a separate person to whom such income, profit, act or transaction belongs, the person to whom such income, profit, act or transaction belongs shall be liable to pay taxes. Article 14(2) of the same Act provides that "The provisions concerning the calculation of tax base in the tax-related

subsection (3) of this Act or other tax-related Acts shall apply in accordance with its substance, and where it is deemed that the party has made a direct transaction or has made a continuous single act or transaction in accordance with its economic substance, it shall be deemed that the party has made a direct transaction or that the party has made a continuous transaction or has made an act or transaction in accordance with its economic substance.

In addition, Article 4 (1) of the Corporate Tax Act provides that "if the corporation to which all or part of the revenues accruing from assets or business legally reverts and the corporation to which such revenues actually accrue are different, this Act shall apply to the corporation to which such revenues actually accrue," and Article 4 (2) of the Corporate Tax Act provides that "the calculation of the amount of taxable income subject to corporate tax shall apply according to the substance, notwithstanding the name or form of the income or profits."

2) The substance over form principle, which declares the above provisions, is the practical principle for realizing the principle of equality, which is the basic ideology of the Constitution, in a tax legal relationship. In a case where unreasonable form or appearance that differs from the substance with respect to the facts requiring taxation is taken for the purpose of evading the burden of taxation, the main purpose of this principle is to regulate the act of tax evasion and to enhance the equity of taxation by imposing tax at a place where the taxable capacity exists, regardless of the form or appearance, and thereby to realize the tax justice. This is not in conflict with the principle of no taxation without law, which is the basic principle of tax law, but rather in applying the economic living relationship with various changes in the tax laws and regulations, to the extent that predictability and legal stability are not undermined, it is mutually complementary and indivisible with the principle of no taxation without law (see, e.g., Supreme Court Decision 2008Du8499, Jan. 19, 2012).

3) In principle, in cases where an extinguished corporation is dissolved through a merger, it is deemed that its assets are transferred to the merged corporation under Article 44(1) of the Corporate Tax Act, and in principle, corporate tax shall be imposed on transfer gains or losses accruing from the transfer. However, in certain cases, it shall be deemed that there is no transfer gains or losses, considering the transfer value received by the merged corporation from the merged corporation as the net book value of the net assets as at the date of the registration of the merger of the merged corporation. 1. As of the date of the registration of the merger; 2. It is a merger between domestic corporations that have continued business for not less than one year; 2. Where the total amount of the merger cost received by stockholders, etc. of the merged corporation is at least 80/100 of the total amount of the merger cost received by the merged corporation, or the value of the stocks, etc. of the parent company of the merged corporation is at least 80/100, the stocks, etc. shall be allocated as prescribed by Presidential Decree; 3.5.

C. Determination

1) The validity of the instant general agreement

According to the above-mentioned facts and the purport of the whole pleadings, the general agreement of this case seems to be still effective in full view of the following circumstances known.

A) The instant overall agreement appears to be effective between the Plaintiff and BB. Considering the background, scale, nature, etc. leading to the instant overall agreement, it seems to have the nature of the final agreement which, through considerable effort and review of c and c and ccommen, etc., including the said parties, combined the interests, objectives, etc. of the parties and relevant persons.

B) The main purpose of the instant overall agreement is to maintain the existing business by transferring the ○○○ point and the place of business of the merged company to bbbb, and raising business funds with the proceeds of the transfer to bb and acquiring the remainder of the place of business. bbb is to expand the business by transferring the ○○ point and the place of business of the merged company.

C) Since then, the acquisition of the instant business and the instant merger contract were concluded, this is in line with the purpose of the instant overall agreement, and appears to be the formation of legal relations with the intent of the said overall agreement. Meanwhile, the instant merger is also subject to the merger of the merged company’s ○○ point and the place of business, and ddddd d d d d d d d d d s d d s d s s s s s s s s s s s s s s s s s s s s s s s s s s s s ss s s

D) In light of the fact that the instant overall agreement was concluded after the conclusion of the instant overall agreement, its contents and purpose are the same as the instant overall agreement, and in the case of a merger, dddd is generally absorption into the merged corporation. In the instant case, dddd is established as the newly established company, and dddds are transferred to bbb by taking over the remaining business points excluding the merged d ○○ store and dump store, and the other business points excluding the merged d ○ store and dump store, which actually results from the transfer of the dump store and dump store to bbb, it seems that the instant merger took the form of meeting the above requirements, focusing on the fact

E) On June 27, 2011, the written agreement of June 27, 2011, stated in Paragraph (a)(3) above, "D and BB verify that the said comprehensive business acquisition agreement and the share purchase agreement are detailed contracts entered into on April 201 with Dd and BBB in order to carry out the matters agreed upon in practice with D and BBB in relation to the acquisition of shares and management rights of D and BB," and "D and BBB, in any case in relation to all rights and obligations of D and BB, they confirm that the General Agreement should be applied with priority over the comprehensive business acquisition agreement and the share purchase agreement in preference to the share purchase agreement in all cases." After the merger of this case was made, the General Agreement between the parties to the instant agreement [Article 13(1) and g [Article 14(1) of the above Act] and the General Agreement between the parties to the instant agreement.

In light of the fact that a document prepared for settlement related to M&A and that it does not stipulate an actual claim or obligation, it appears that the legal relationship of the plaintiff,bbb, and merged corporations, etc., even after the merger of this case, are formed in accordance with the overall agreement of this case. On the other hand, even though documents, such as written confirmation, have only written names and seals, and the contents of each document are deemed to conform with the contents of the overall agreement of this case, they appear to have been made according to their intent, such as the plaintiff, bbb, merged corporations, and ddddd, etc.

F) In light of the nature, priority, effect, etc. of the instant overall agreement, it appears that the termination procedure is required to terminate the legal relationship under the instant general agreement. There is no circumstance to deem that there was a cause for termination as stipulated in the instant general agreement between the Plaintiff and BBB, and there is no circumstance to deem that the instant general agreement was terminated, such as where penalty was issued or where notice of termination was given.

2) The nature of the instant payment

In full view of the following circumstances, the aforementioned facts, Eul's evidence Nos. 25, 26, 27, 33, 35, and 37, the payment of the instant case is not based on a separate loan agreement, but for the purpose of paying the transfer price or the price for the merger under the general agreement of this case, and it appears that the loan form was made for accounting purposes.

A) As seen earlier, the legal relationship between BB and the Plaintiff appears to have been formed by the instant overall agreement, and as the said general agreement sets the transfer price at 20 billion won, the instant payment was deemed to have been paid for the purpose of paying the transfer price.

B) In addition to the instant payment, 6.14 billion won was paid to ddd on September 16, 201, 201, and according to the agreement dated October 31, 2011, i.e., the excess KRW 785 billion was paid in equal installments, and ii) the interest rate of KRW 10.7% was applied, i.e., the amount of KRW 6.6 billion was stated, i., the amount of KRW 6.6 billion was to be offered, i.e., the amount of KRW 6.4 billion was stated, i., the amount of KRW 6.6 billion was stated, and i.e., the amount of KRW 6.4 billion was not stated in the agreement on April 5, 2012, i.e., the said amount of KRW 6.40 billion was not stated in the agreement on the instant payment of KRW 400 billion was not stated in the agreement on the instant securities.

C) In relation to the review of the instant overall agreement (as of April 7, 2011) through a merger (as of May 5, 201), it appears that HH accounting corporation has examined whether the Plaintiff is taxed on the premise that the Plaintiff would receive 20 billion won for the transfer of the business from the tax review report (as of October 2012 No. 25), and ② even after the review (as of May 2, 201, No. 25 billion won for the transfer of the business, 7.6 billion won for the merged stocks, the remaining 17.4 billion won for the payment of the purchase price is recommended by an unofficial method; ③ as of December 29, 2011, hhH accounting corporation would have to consider whether the Plaintiff would be entitled to set-off of the total amount of KRW 20 billion for the purpose of receiving the purchase price of the instant general agreement (as of May 26, 2011, No. 200 billion for the sale price of the instant stocks).

D) Meanwhile, after the formation of the agreement dated April 5, 2012 as stated in the above A. 6 on the actual amount of loans, dD has issued bB convertible bonds with KRW 5 billion, and bB has been repaid six times each month from May 21, 2012 to November 20, 2012. On the other hand, as to the instant amount of loans, the Plaintiff asserted that bB has additionally repaid KRW 2.95 million to bB from September 9, 2016 to October 17, 2016. However, in light of the circumstances regarding the relationship between the Plaintiff and bB and the payment of this case after the filing of the lawsuit, it is difficult to view that bB has actually paid the instant amount to bB just because the Plaintiff had actually paid the instant amount.

E) According to the agreement dated April 5, 2012 in the above A. 6, 2012, Dddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddd

한 같은 2011. 9. 16.자 금전소비대차계약[위 가. 13)항]과 2012. 12. 10.자 금전소비대차계약[위 가. 14)항] 역시 그와 관련하여 작성된 각 확인서[위 가. 13)항 기재 2012.12. 17.자 확인서 및 가. 14)항 기재 ◎◎◎◎ 확인서]에 의하면 dddd에게 위 각 금전소비대차계약에 따른 원리금 지급의무가 없다는 내용이 기재되어 있는데, 이러한 사정에 비추어 보면, 실질 대여금인 61억 4,000만 원과 관련된 거래조차도 합병대가를 지급하거나 정산하는 방편으로 일부 이용된 것으로 의심된다.

3) As seen earlier, whether bbbbb may regard dd's payment to the Plaintiff as the payment to the Plaintiff. The Plaintiff paid KRW 4.92 billion to d's KRW 15.65 billion to d'. However, the following circumstances, which can be known if the purport of the entire argument is added to the above recognition, namely, the Plaintiff entered into the overall agreement with c' and c's 100% as the Plaintiff, b's name as the Plaintiff, b's c's c' and c's c' and d's c', corporate governance and taxation, etc. ② Review for the instant overall agreement or merger is reasonable to deem that the Plaintiff was subject to taxation by taking into account the following circumstances:

4) Of the instant payments, the amount of the merged cost

In full view of the health expenses and the following circumstances, it is reasonable to view the transfer proceeds or the merger proceeds of the instant payment as KRW 9.4 billion.

A) Under the instant overall agreement, the transfer price was set at KRW 20 billion, and the said KRW 20 billion was set at KRW 60 billion on the basis of the total amount of KRW c and ccom’s c and ccom’s c and ccom’s 60 billion, and the transfer price was set by a method of increasing or decreasing the said KRW 20 billion when falling short of or exceeding the said amount

B) The Plaintiff and DD received approximately KRW 20 billion in total from bbb, and the said payments cannot be deemed as loans.

다) 위 가. 10)항 기재 2012. 5. 30.자 합의서에 의하면, 원고가 취득한 bbbb 주식 35,451주의 실질 소유권은 bbbb에게 있다고 기재되어 있고, 이어 작성된 위 가. 11)항 기재 2012. 5. 30.자 주식매매계약서 및 상환확인증에 의하면, bbbb의 특수관계법인인 ee 네트웍스가 원고 명의의 bbbb 주식 35,451주를 49억 2,000만 원에 양수하기로 하면서, bbbb이 원고로부터 위 금액을 상환받았다

The content is written. The purpose of BBB is to obtain a return by BBB instead of exempting the Plaintiff from the Plaintiff’s repayment obligation with respect to the part of the instant payment amount paid by BBB to the Plaintiff (the amount of KRW 4.920 million). The date when the sales contract and the certificate of redemption were written is indicated as July 15, 2014. This is deemed to have been intended at the expiration of the period of restriction on disposal of stocks, which is the requirement for qualified merger under Article 44(2)2 of the Corporate Tax Act. In full view of the circumstances, BB’s shares were merely paid to the Plaintiff formally in order to form legal relations pursuant to the instant general agreement in the form of merger, and it is difficult to deem that the said shares were actually reverted to the Plaintiff.

D) Meanwhile, according to the merger financial statements published in the electronic disclosure system of the Financial Supervisory Service, the decision of the Tax Tribunal in question as the price for the merger would be reasonable as follows: (a) the total liabilities of the merged companies succeeded by BBB due to the merger in this case are KRW 70.6 billion; and (b) according to the calculation method of the price for the transfer as set forth in the overall agreement in this case, the amount of KRW 10.6 billion, which is the liabilities exceeding KRW 20 billion, was settled; and (c) the amount

E) Although the Plaintiff alleged that the said KRW 9.4 billion was not specified, the Plaintiff’s assertion on this part is not acceptable in view of the following: (a) the Plaintiff’s conjunctive claim in a trial against the Tax Tribunal that the said KRW 9.4 billion was the amount claimed by the Plaintiff as the Plaintiff’s conjunctive claim; and (b) the amount of payment that the Plaintiff may accrue to the Plaintiff out of the instant payment exceeds KRW 60 billion as the total amount succeeded by bbbbbb exceeds the KRW 60 billion; and (c) there seems to be no relation to the specification of the said amount, and there seems to be no other way to calculate the transfer price and the price for merger.

D. Sub-determination

In full view of all the above circumstances, the payment of this case was paid as the price for transfer or merger under the General Agreement, and the payment of 9.4 billion won reduced by BBB from the above payment to the amount exceeding 60 billion won succeeded to by BB as the price for merger is deemed to correspond to the principle of substantial taxation. Thus, the Plaintiff’s assertion on a different premise is without merit.

5. Conclusion

Therefore, the plaintiff's claim is dismissed as it is without merit, and it is so decided as per Disposition.

(c)