세법상 비상장주식의 평가와 민형사상 책임의 관계

The transactions of unlisted stocks often occur for restructuring, reorgani- zation, change of management, back-door listing etc. In these transactions, valuing unlisted stocks is one of the central legal issues, but it is difficult to find the market value of unlisted stocks, since the transactions usually occur between the parties having special interest and futhermore the actual transactions are very rare. The so-called supplemental valuation method under the Inheritance and Gift Tax Law has been used to determine the appropriate value of unlisted stocks when there is no actual case of transactions. The supplemental valuation method uses weighed average of asset and earning value. It enhances legal stability and predictability as market price determination method. However, it is criticized to overestimate or under- estimate the real value because it does not reflect the predictive value. Moreover, legal stability and predictability can be applied only to the field of tax law. In the civil or criminal cases involving the valuation of unlisted stocks, the Korean Supreme Court rendered its decision that the members of the board of directors who sell or buy unlisted stocks based on the supplemental valuation method should be responsible for the loss of the corporation. This means that the supplemental valuation method has limit as far as civil or criminal cases are concerned. We cannot expect above Supreme court precedents to be changed in the near future. Therefore, it is necessary to admit various valuation methods to solve the inconsistencies regarding unlisted stock valuation between tax law and civil law or criminal law. Especially it is important to recognize the appraised value of unlisted stocks as market price. Also the National Tax Office has to put more personnel and resources into valuation organization to ensure the credibility of appraised value of unlisted stocks.