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

The grounds of appeal are examined.

1. Article 80 of the former Corporate Tax Act (amended by Act No. 9898, Dec. 31, 2009; hereinafter the same) provides that "where a domestic corporation is dissolved due to a merger, the liquidation income amount shall be the total amount of the cost of merger that the stockholders, etc. of the extinguished corporation receive from the merged corporation minus the total amount of equity capital as of the date of the registration of the merger of the extinguished corporation" in paragraph (1) and Paragraph (2) of the same Article provides that "in the calculation of the total cost of merger under paragraph (1), where the merged corporation has acquired stocks, etc. of the extinguished corporation (hereinafter referred to as "combined stocks, etc.") within two years before the date of the registration of the merger, where the merged corporation does not deliver stocks, etc. of the merged corporation to such combined stocks, etc., the total cost of the merger shall be the amount calculated by adding

2. The court below acknowledged that ① the Plaintiff’s representative director C and his wife F acquired all shares issued by B from D and E on May 2, 2008, ② the Plaintiff entered into a merger agreement with B on May 27, 2008 and completed the merger registration on July 11, 2008; ③ Meanwhile, C paid KRW 3.3 billion to D on four occasions from December 18, 2007 to March 14, 2008, and determined that the instant disposition was lawful, including the total cost of the merger, since the shares acquired by C and F constituted “conform shares” under Article 80(2) of the former Corporate Tax Act.

Furthermore, the lower court held that the Plaintiff’s assertion as follows, namely, the substance of the merger of this case is merely the purchase or acquisition of the factory buildings owned by B, and that B was dissolved as a result thereof.