The judgment below is reversed and the case is remanded to Seoul High Court.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. Article 39(1)1 Item (c) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 8828 of Dec. 31, 2007; hereinafter "the Inheritance Tax and Gift Tax Act") provides that "in case where a corporation issues new stocks at a price lower than the market price and a person who is not a shareholder of the relevant corporation obtains profits from the corporation by directly obtaining allocation of new stocks from the relevant corporation, the amount equivalent to such profits shall be deemed as the value of donated property." The comprehensive subparagraph (a) (hereinafter "instant comprehensive provision") of Article 39(1)1 Item (c) of the same Act provides that "in case where a corporation obtains profits by directly obtaining allocation of new stocks from the relevant corporation, the amount equivalent to such profits shall be deemed as the value of donated property." The scope of "distribution" under the Securities and Exchange Act (amended by Act No. 7114 of Jan. 29, 2004, the name of the corporation as a KOSDAQ-listed corporation was changed; hereinafter "corporation combined with a stock-listed corporation") is exempted from the market price."

Meanwhile, Article 2 (3) of the former Securities and Exchange Act (amended by Act No. 8635 of Aug. 3, 2007, Article 2 of the Addenda to the Financial Investment Services and Capital Markets Act, hereinafter the same) provides that "public offering of new securities is recommended as prescribed by Presidential Decree" and Article 2-4 (1) of the former Enforcement Decree of the Securities and Exchange Act (amended by Presidential Decree No. 2051 of Jan. 18, 2008, hereinafter the same) upon delegation shall make public offering of new securities pursuant to Article 2 (3) of the Act.