The sales price of the second sales contract can be included in the transfer price of the instant share certificates.

If a third party, other than a transferee of share certificates at the time of transaction of share certificates, agrees to bear part of the consideration for transfer of share certificates, not only the consideration paid to the transferor but also the payment made by the third party for transfer of share certificates shall be included in "transfer value of share certificates".

Article 7 of the Securities Transaction Tax Act

2014Guhap67734 Revocation of Disposition Rejecting Securities Transaction Tax Correction

oo Ba (oil) Other 9

o Tax Office et al. 2

May 8, 2015

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Cheong-gu Office

Each quarter of the securities transaction tax revision disposition issued by the Defendants against the Plaintiffs listed in the separate sheet, 201, respectively.

The cancellation shall be revoked.

1. Details of the disposition;

A. Acquisition of o-industry Co., Ltd and o-construction shares of the plaintiffs

1) On November 15, 2006, o industry corporation (hereinafter referred to as 'O industry') and o Asian or department 5 companies, including o Asian and Aaa Civil and Aviation, constituted a consortium for acquiring the shares of o Construction (hereinafter referred to as 'O Construction'), together with investors including the plaintiffs (hereinafter referred to as 'financial investors'). On November 15, 2006, o industry entered into a contract between financial investors and shareholders for acquiring the shares of o Construction (hereinafter referred to as 'the agreement between shareholders').

2) On December 15, 2006, Hoo consortium acquired oo Construction’s shares (limited to approximately KRW 72% of the total number of the issued shares) from the Joint Sale Council composed of nine organizations, such as bbb management corporations, for one week.

B. The plaintiffs' exercise of the right to choose sale of theo industry

(1) Financial investors will sell Do construction shares to dB PEF that is scheduled to be established by cCB (hereinafter referred to as dBP) in 18,000 won per share. Financial investors 1) Financial investors will make an agreement between Do industry and Do industry on December 14, 2009, which includes "in the event that the convening of the creditor financial institutions' joint management procedures under the Corporate Restructuring Promotion Act or the creditor banks' consultative council for the commencement of joint management procedures by creditor financial institutions or creditor banks' consultative council for the joint management procedures by creditor banks under the Corporate Restructuring Promotion Act is notified, the investors will be deemed to exercise the right to select Do industry on December 30, 209; 2) Do industry applied for the joint management procedures by creditor financial institutions on December 30, 2009. Accordingly, financial investors were notified of the convening of the creditor banks' meeting to determine whether to commence the joint management procedures for Do industry. Accordingly, the Plaintiffs' options to sell Do industry under Article 28(1).29).

3) The sales price of o Construction’s stocks was calculated as KRW 32,626 per share by subtracting dividends, etc. received by the Plaintiffs from the amount calculated by adding 9% interest per annum to 26,262 won per share, which is the price purchased by the Plaintiffs.

C. Revocation of the plaintiffs' right to choose sale

"1) On March 3, 2010, bB bank, the principal creditor bank of oo-O-affiliated companies, presented a proposal to resolve the sales options as follows (hereinafter referred to as the "instant proposal to resolve the sales options"). The plaintiffs withdraw the exercise of the sales options (Provided, That this withdrawal is conditional upon the conclusion of the agreement to implement the management normalization plan between the gold industry and the creditor financial institutions council). The sales of the shares of this case is set forth in Article 7 of the agreement between the shareholders of this case and the method of exercising the joint sales options.

2. If the sale of o-construction shares to KDB PEF by December 31, 2010 is not made, finance

The appropriate investors may dispose of o construction stocks at will.

3. The amount of financial investors who sell and recover o-construction stocks out of the exercise price of option of sale.

For the remaining amount of credit in excess, the principal (for financial investors after December 2006, o Construction Road Register)

(1) The portion recovered as the capital reduction for the principal shall be deducted from the principal and interest (financial investors on December 2006).

Since then, the part recovered as dividends from o Construction is divided into interest deduction) and agrees to comply with the debt readjustment scheme set forth in the management normalization plan for the o industry.

(d) Contracts for the purchase and sale of o construction stocks between the plaintiffs and ddial ballast and the limited company on land.

(1) On December 13, 2010, the plaintiffs are entitled to dd'd ballast & meat Co., Ltd. (hereinafter referred to as KRF) and to ooo'o's shares (hereinafter referred to as 'the shares' of this case) for one share as follows:

The sales contract was sold to oo (hereinafter referred to as "the second sales contract of this case").

2) The Plaintiffs received the sales price on January 6, 201 and deliver the instant shares to KRF.

had been.

E. Plaintiffs’ return and payment of securities transaction tax

1) On May 30, 201, Plaintiffff Co., Ltd. calculated the transfer value of the instant shares based on ooowon per share on May 30, 201, and the remaining Plaintiffs are transferred of the instant shares.

Securities transaction tax amount calculated on the basis of 000 won per share, each quarter of 2011.

The transaction tax was reported and paid.

2) On the basis of the oowon per share, Plaintiff D DD case No. 1 private equity fund,ff f. private equity fund, gggg. private equity fund, and oowon, the remaining Plaintiffs, other than Plaintiff Fff limited liability company, determined securities transaction tax on the shares of this case on November 28, 201 or on November 30, 201, filed and paid revised securities transaction tax on the first quarter of 201.

F. The Plaintiffs’ correction seeking refund of securities transaction tax as shown in the separate sheet to the Defendants.

However, the defendants received the plaintiffs' request for correction as shown in the attached list.

The non-performance of each disposition of this case (hereinafter referred to as "each disposition of this case").

G. The Plaintiffs appealed and filed a petition for trial with the Tax Tribunal on March 24, 2014, but Article 35

The Tribunal dismissed all plaintiffs' appeals on June 23, 2014.

[Ground of recognition] Unsatisfy, Gap evidence 1 to 6, 8, 9, 11, 12, 14

Each entry, the purport of the whole pleading, including each number)

2. Whether each of the dispositions of this case is legitimate

A. The plaintiffs' assertion

The Plaintiffs withdraw the exercise of the right of choice pursuant to Article 8(4) of the Agreement between the Stockholders of this case

The first sale contract of this case was terminated, and thereafter, KRB PEF was subject to the second sale contract of this case.

The transfer value of the shares in this case was calculated and transferred on the basis of oowon per share.

On the other hand, theo industry sells part of the Do Construction shares to the KDB PEF, and the maximum of Do Construction

on January 6, 201, 201, to waive the status as a shareholder, 10 shares of o Construction in KRF 10 shares 1

In the case of sale in the Hoo House, this is jointly held pursuant to Article VII(2) of the Agreement between the Stockholders of this case.

Since the plaintiffs constitute grounds for the Do claim, the plaintiffs exercise their right to claim joint sale, o industry to KRF

In the same manner, the instant secondary sales contract was concluded by demanding that the instant shares be sold to ooo per share. According to the latter part of Article 7(2) of the instant agreement between the shareholders, the o industry, when the financial investors exercise the right to demand joint sale, is subject to the right to choose sale when the o industry exercises the right to demand joint sale.

quasi-price and financial investors shall pay the difference between the purchase price and the purchase price received from the purchaser.

o Industry bears no charge, so it is a contractual bond under the above section, and the difference is against the plaintiffs.

The plaintiffs had the obligation to pay oowon per large-scale 1 share (hereinafter referred to as "the corresponding plaintiffs").

A claim against theo industry in this case is referred to as the "claim for the Work of this case" and also the claim for the Work of this case.

The plaintiffs did not sell the shares of this case as the standard price for sale option.

There is also the nature of damage compensation arising from the sale of KDB PE to ooo.

Ultimately, the workout claim of this case is based on the sales price claim and the basis under the secondary sales contract of this case.

The contract, parties, and legal nature are entirely different, and the plaintiffs are in this case in KRF.

Since shares cannot be deemed to have been transferred to oo, the transfer of shares in this case shall not be deemed to have been made per share.

The tax base for calculating the securities transaction tax is oowon per share. Therefore, on a different premise, the tax base is oowon

Each disposition of this case which rejected the plaintiffs' request for correction is unlawful.

B. Relevant statutes

The entries in the attached Table-related statutes are as follows.

C. Determination

1) The “transfer value of share certificates, which serves as the basis for calculating the securities transaction tax,” reflects the objective exchange value.

An actual amount agreed upon at the time of transaction, not a general market price under the Decree (or a law).

Seoul High Court Decision 2008Du21614 decided July 28, 201, etc. Furthermore, Article 2(3) of the Securities Transaction Tax Act

The "transfer" under the Securities Transaction Tax Act shall be the ownership at a cost due to contractual or legal causes.

(1) The Securities Transaction Tax Act provides that the ownership of stock certificates shall be transferred at a cost.

Considering that the fact itself is a distribution tax imposed by recognizing it as a taxable capacity:

‘Transfer value of stock certificates' includes all things that can be seen as consideration for the transfer of stock certificates.

in determining the scope, the motive and motive of the agreement on the cost of the transfer of share certificates

The details of the agreement, the relationship between the parties involved in the agreement, the genuine intent, etc. should be determined.

Therefore, if a third party, other than the transferee of share certificates at the time of transaction of share certificates, agrees to bear part of the consideration for transfer of share certificates, not only the consideration paid to the transferor but also the payment made by the third party for transfer of share certificates are included in the "transfer value of share certificates".

is the same.

2) Based on the above legal principles, the aforementioned facts and the purport of the entire argument as to the evidence mentioned earlier is added.

In full view of the following circumstances and facts known to the Plaintiffs, the Plaintiffs are the second Plaintiffs.

The price for the transfer of the shares of this case between KRF and o industry at the time of the sale contract is calculated based on oo, a sale price per share, the base price for the transfer of the shares of this case following the exercise of the previous sale option. However, from KRF, which is the transferee of the shares of this case, the price for the transfer is agreed.

The amount calculated on the basis of KRW 000 per share shall be oowon per share from theo industry.

was agreed to be paid in installments with the workout claim of this case calculated on the basis of the standard

As alleged by the plaintiffs, the transfer price of the shares in this case shall be determined by the plaintiffs and the KRF company.

The calculation is based on oowon, a price per share under the second sales contract of this case.

does not mean.

A) Considering that the financial situation of the o industry aggravations, it seems that the Plaintiffs did not withdraw the exercise of the right to choose sale of the instant shares even when the Plaintiffs, in return for the instant shares, are able to receive only oo won, which is only 5% of the purchase price claim under the instant first sale and purchase contract.

B) According to the resolution on the resolution of the instant sales option, since the portion calculated on the basis of oowon per share of the purchase price bonds under the instant first sales contract is paid to the Plaintiffs as the purchase price, and the portion calculated on the basis of oowon per share is dealt with in accordance with the management normalization plan set by the Council of Creditor Financial Institutions, the resolution of the instant sales option is interpreted to guarantee the Plaintiffs the entire amount of the purchase price claim calculated on the basis of oowon per share in accordance with the first sales contract. The resolution of the resolution of the resolution of the resolution of the resolution of the resolution of the resolution of the settlement of claims equivalent to oowon Won per share on March 25, 2010, including the Plaintiffs, was partially embodied.

C) Articles 2 and 3 of the Special Act on the Sales and Purchase of Stocks, which was formulated at the time of the instant secondary sales and purchase contract, set forth in the said Section 1. and 3. of the instant proposal to resolve the sales choice, set forth in Section 8.

section 5(1) repeatedly states the terms of the special agreement of each seller, and section 5

The sales price per share of the shares of this case shall be the gold sale price per share stated in the written consent.

(Ooo). These contents are set forth by the plaintiffs as the consideration for the transfer of the shares of this case.

If the defendant had an intention to receive only the amount calculated on the basis of oowon per share, this case

It appears that this is not included in the second sales contract. In full view of the above contents, this is not included in the second sales contract.

The second sale contract is approved on March 23, 2010 by the plaintiffs ando industry, andooo with the consent of March 23, 2010.

B. It can be said that the validity of the resolution on the resolution of the sale choice of this case concluded between o bank, the principal creditor bank of oo bank, would be excessive between KRF, the private equity fund established by oo bank, and o industry and the plaintiffs, and that it was concluded to implement the resolution of the sale choice of this case in detail.

D) The Plaintiffs’ payment of the sales price calculated on the basis of oo won per share of the instant shares from o industry, and some of the amount of the above sales price is paid from KRF and the remainder is the stocks and money of the o industry from o industry, which is the debtor, under the first sales contract of this case, and the economic effect is the same. The Plaintiffs agree to the resolution of the instant sales option in order to enjoy the same economic effect as the case where the exercise of the right of choice for the instant shares was exercised instead of the withdrawal of the exercise of the right of choice for the instant shares, and agreed to the resolution of the resolution of the o industry’s creditor financial council on the resolution of the instant second sales contract of this case, and followed a series of processes of concluding the instant second sales contract.

E) According to Articles 7 and 8(1) and (b) of the instant agreement between the shareholders, theo industry cannot dispose of all or part of the o construction stocks to a third party other than theo affiliated company without the prior written consent of financial investors from the date of termination of the contract between the oo consortium and the ccc management corporation, etc., to the date on which three years and one month have passed thereafter. The o industry cannot sell the o construction stocks to a third party other than the related party under the Securities and Exchange Act with the prior written consent of financial investors during the said period, and thereby, cannot maintain the status as the largest shareholder of the Da Construction as a result of the sale.

F) Since it is a private equity fund established by ccC bank, the principal creditor bank of bbB affiliates of cBB for the debt readjustment of o industry, it is not reasonable to interpret and evaluate the secondary sales contract of this case concluded with KRF in comparison with o industry in terms of the normalization of the c industry and the recovery of claims by creditor financial institutions. Therefore, it is not reasonable to equally evaluate the transfer of this case’s shares and transfer of this case’s shares to a third party who does not have any interest in the securities market, etc.

3) Furthermore, the Plaintiffs are subject to items of Article 3 subparag. 1 of the Securities Transaction Tax Act, including transfer within the securities exchange.

transfer of the shares of this case to KRF by means of an over-the-counter transaction, not by such method as may be prescribed in

The transfer value of the shares in this case is specified as ooo, so that the transfer value of the shares in this case is specified as oo.

As the case may be known, the tax base of securities transaction tax on the shares of this case shall be securities

In accordance with the main sentence of Article 7 (1) 2 (a) of the Future Tax Act, the Plaintiffs on theo Construction Stocks per share

shall be calculated by multiplying the number of shares held by such person.

Therefore, this case is a reason for rectification under Article 45-2 (1) 1 of the Framework Act on National Taxes.

Tax lists to be reported under the Securities Transaction Tax Act by the tax base and tax amount entered in the standard report;

Since it does not fall within the scope of quasi-taxable and tax amount, the plaintiffs' request for correction is without merit. Each of the dispositions against the defendants who refused the plaintiffs' request for correction is legitimate.

3. Conclusion

Therefore, the plaintiffs' claim of this case is dismissed in entirety on the grounds that it is without merit.

shall be determined as above.