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(영문) 서울고등법원 2020.01.08 2019누52371
증여세부과처분취소
Text

1. The judgment of the court of first instance (excluding the reduced portion claimed in the trial after remand) shall be revoked.

2. The Defendant’s June 9, 2014

Reasons

1. Details of the disposition;

A. B (former trade name was changed to the trade name as of March 16, 2012; hereinafter “B”) is a corporation established on January 12, 1995 for the purpose of manufacturing and selling industrial machinery and registered in the Association Brokerage Market (KOSA Q) on July 16, 2008.

The plaintiff is the representative director of B and the largest shareholder (2.23% of the equity ratio as of December 3, 2010).

B. B entered into a share sales contract with H, etc., the largest shareholder of F, in order to acquire shares and management rights of F Co., Ltd. (formerly: G Co., Ltd.; hereinafter “F”), on November 25, 2010, which acquired F’s shares of KRW 1,731,700 (32.67%) in KRW 14.7 billion.

(The due date for 11.7 billion won is December 9, 2010).

B On December 3, 2010, in order to raise the balance amounting to 11.7 billion won, D Private Equity Fund (hereinafter “instant private equity fund”) decided to issue separate bonds with warrant (hereinafter “instant bonds with warrant”) with the face value of KRW 10 billion per share and take over 100% of the outstanding bonds with warrant (hereinafter “instant bonds with warrant”) by holding a board of directors on December 3, 2010. On the same day, D Private Equity Equity Fund and the instant bonds with warrant (hereinafter “instant underwriting contract”) concluded a contract with the instant private equity fund, and the Plaintiff jointly and severally guaranteed B’s performance of duties as “interested parties.”

B on December 7, 2010, pursuant to the above contract, the bonds with warrants were issued as follows, and the private equity fund of this case acquired all of them on the same day.

116.7651% of the total face value of corporate bonds with 10,000,000 won (10 billion won) 100% of face value of corporate bonds with 3.0% maturity (100% of face value) 3 years (7 December 2013) (116.7651% of the total face value of corporate bonds with redemption method) 10% of the total face value of bonds with warrant issued by D private equity funds of a redemption company upon maturity of 100%.

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