My bombshell announcement surprised Yoon Yi-hoon, as well as lawyers Ahn Gyeong-hun and Seo Il-hwa.
They couldn’t help but be, since lawyers rarely use the term “win” even for cases with a high win rate.
If you say you’ll win and then lose, how can you handle the fallout?
And that too, from a mere secretary, not even a lawyer.
Because I have a confirmed future.
“Yoo Hee, you would know better, but this case has no clear preceding precedents. It means we have to fight by creating legal principles. But do you have a reason to be confident of victory?”
“I agree with Lawyer Ahn. While Yoo Hee’s data is good, I think it’s too early to talk about victory at this stage.”
“I also think the same as everyone. I believe there’s a chance of winning, but you can’t be certain in a lawsuit.”
Finally, Lawyer Seo Il-hwa stepped forward.
I subtly shifted my gaze and briefly glanced at CEO Yoon Kyung-joon.
‘Fortunately, he’s watching with an interested expression.’
Indeed, Lawyer Yoon Yi-hoon had given me accurate information. He seemed to be enjoying the situation itself. So, I just needed to fulfill my role now.
“I meant that it was worth trying. Didn’t all three of you think so?”
“That’s true, but first, I’d like to hear if your judgment aligns with mine after reviewing your and my materials!”
Lawyer Seo Il-hwa was the first to open fire. Then the two lawyers next to him spoke.
“I’d like to hear it first too.”
“Me too!”
This should certainly have been etched into their minds.
That means when we finally win after the first and second trials, my words will be re-evaluated.
‘If Kim Yoo-hee wins, she definitely wins.’
I need to build this kind of reputation from now on.
To reach a position where I can fight Go Jong-tak as a mere secretary with no academic background or connections.
I cleared my throat and moved the screen to the next scene.
“The incident occurred after Woonseon Engineering merged with Jindeok, a company strong in tuning.”
Woonseon, an automotive parts company, overcame the IMF crisis and began expanding its business for the first time.
Through its subsidiary, ‘Woonseon Engineering’.
‘Woonseon Engineering’, where Lawyer Yoon’s great-uncle serves as CEO, absorbed and merged with a company that manufactures parts for brakes and suspensions (devices connecting the car’s wheels and body) with decent performance and price, a kind of ‘strong small business’.
The merger itself had no problems. It was even featured in newspapers as a success story.
However, an unexpected problem arose.
It was from a donation given to the absorbed company by its president, who was undergoing a criminal trial.
“The problem erupted immediately after the acquisition. The CEO of the acquired company was convicted of embezzlement, etc.”
I paused for a moment and continued.
“Actually, embezzlement itself isn’t the problem.”
“That’s right, Yoo Hee. The problem is the money the president donated to his own company to get a favorable ruling in that embezzlement case.”
During the trial, the president, following the advice of lawyers, donated to his own company.
A massive sum of 6 billion won.
It’s called self-donation.
It was certainly enough to raise the suspicions of the National Tax Service….
“No, the company president is the one who did wrong, so why are they doing this to us?!”
Finally, Lawyer Yoon Yi-hoon slammed the table and stood up.
…It seemed he was overly empathetic rather than truly thinking for our meeting, but perhaps because he was so agitated, CEO Yoon Kyung-joon also looked somewhat relieved.
“That’s because the National Tax Service viewed it as a gift, not a donation.”
“Ha….”
At Lawyer Seo Il-hwa’s words, CEO Yoon Kyung-joon put his hand on his forehead.
It’s understandable.
They viewed President Jindeok’s donation to his own company as a gift, in other words, company money disguised as a donation.
In other words.
“The National Tax Service saw the company as gaining a financial benefit through the donation.”
Taxes are naturally imposed where there is profit.
Lawyer Seo Il-hwa didn’t forget to add an explanation.
“Yes, that’s right. The problem is that the result of that tax audit came out after the merger.”
The donation procedure was completed last year, and the integrated corporate tax audit was conducted this year.
And the final tax audit result was notified after the merger.
As a result, Woonseon Engineering, the surviving company after the merger, was hit with 1.55 billion won in taxes.
Woonseon Engineering couldn’t help but feel wronged.
Even in South Korea in 2023, 1.5 billion won is not a small amount of money.
Moreover, it is 2004, 19 years in the past.
A time when a bowl of Jjajangmyeon cost less than 3,000 won.
Therefore, that amount must be painful.
Even if it wasn’t intended.
“My insides are truly bursting, can I say something?”
“Yes, of course, CEO.”
Finally, the CEO, who had been merely observing our discussion, changed his stance and joined our meeting.
“Initially, when calculating the merger price, this donation was excluded from the company’s value. Meaning it wasn’t even counted as an asset because it was a donation.”
“Yes, you purely viewed it as a donation. I also think this case is worth trying from that perspective.”
“What does that mean?”
“The core issue of this case is whether ‘Jindeok benefited from this donation.”
Last weekend, I requested materials from Lawyer Yoon Yi-hoon.
Because it’s almost impossible to fully grasp this case just by knowing legal principles.
Fortunately, he had received materials from his great-uncle earlier.
I used that to understand the core legal principles of this case and how they connect.
“My conclusion is ‘no.’ This is why.”
Memorandum of Understanding (MOU) for Donation
I clicked the pointer, and the screen changed.
Then, the title of the very document that the National Tax Service took issue with appeared.
“The president, while undergoing trial, signed a ‘Memorandum of Understanding (MOU) for Joint Cooperation to Support Small Businesses’ for 6 billion won and donated it to his own company, Jindeok.”
Honestly, anyone would be suspicious.
It’s like donating to your own company.
However, the subsequent execution process was transparent compared to the initial motive.
Approximately 2.3 billion won out of the 6 billion was actually used to support technology development for small businesses that traded with Jindeok.
“Although 3.7 billion won out of the 6 billion won in donations was returned to President Jindeok, the process itself was clear.”
“But the National Tax Service regarded this not as a donation but as the company’s profit and levied over 1.5 billion won in taxes.”
And that tax was fully to be paid by Woonseon Engineering, which merged with Jindeok.
After listening to Lawyer Seo Il-hwa, I flipped my palm to express my thoughts.
“Based on the lawyers’ opinions, I intend to completely change the perspective and refute the tax authorities’ claims.”
This morning, we held an emergency meeting with Lawyers Ahn and Seo Il-hwa present.
During that process, many of Lawyer Seo Il-hwa’s opinions were reflected.
Since it’s a tax area, expert opinion was needed.
“Hmm-hmm.”
As I paused for a moment, CEO Yoon cleared his throat.
From his gaze, it meant he was urging me on.
‘It must mean he’s that curious.’
I smiled faintly at the desirable phenomenon.
“That is, I plan to approach the most problematic Memorandum of Understanding (MOU) not as a gift, but from the perspective of a trust.”
“Oh!”
CEO Yoon’s eyes lit up with curiosity.
Lawyer Seo Il-hwa didn’t miss that moment and supplemented my explanation.
“The tax authorities essentially viewed this Memorandum of Understanding (MOU) as a gift agreement. In short, since the company received money from the president and its assets increased, taxes were imposed. However, a trust is different.”
What is a trust?
It means entrusting the management and disposal of assets to someone else for a specific purpose. But I intend to go a step further here.
“Lawyer Seo Il-hwa is right. Among them, what I intend to dispute is a ‘purpose trust’.”
“A purpose trust is set up to achieve a specific goal, and neither the one who establishes the trust nor the one who receives it benefits. It’s a very good idea.”
“Thank you, Lawyer Ahn.”
I bowed deeply to Lawyer Ahn Gyeong-hun.
And then, in that state, I slammed the wall to focus attention.
“If it were a gift, that is, given to one’s own company, the donation should have been managed through the company’s accounts. However, Jindeok set up a separate account to support small businesses. Jindeok faithfully carried out the president’s donation according to its ‘purpose’. Neither the president who established the trust nor the company that received it gained any profit.”
“Yes, that’s exactly what a purpose trust is. It’s not a gift, as the tax authorities judged. The company didn’t gain a single profit in the process!”
Lawyer Seo Il-hwa stood up and exclaimed.
I gave a thumbs-up in response to his gesture.
“Yoo Hee, I think it’s because of the criminal trial. He probably received a bad result in the first trial, so he would have been quite desperate in the second trial.”
“Yes, I agree with Lawyer Yoon.”
He was in a significantly disadvantageous position due to embezzlement. Therefore, he faithfully followed his lawyers’ advice.
As a result, the ‘donation’ was properly made.
Jindeok simply operated faithfully according to the ‘purpose’ of the ‘donation’, and truly gained no profit from it whatsoever!
“It’s not my money, so I can’t pay the taxes, right?”
At my words, CEO Yoon Kyung-joon sprang from his seat.
“That’s exactly what I wanted to say!”
“Yes, we all feel the same way.”
The CEO said, rubbing his chest.
“I understand why your father admired him, Yi-hoon.”
“Great-uncle.”
“They said it was an unprecedented case. But even for me, who is ignorant of the law, it sounds like the legal principles were very well established.”
“Thank you. This is all thanks to everyone here who diligently researched my great-uncle’s company case. Yoo Hee, in particular, went through a lot of trouble.”
“Amazing. How can a secretary do this?”
CEO Yoon Kyung-joon’s question was posed.
I smiled to avoid making a grim expression.
Because now is the true moment of truth.
“Because I want to be recognized.”
“What do you mean?”
“I’m the only person from a local university in our company. I call it a national university, but in people’s eyes, it seems to be just a local university.”
“That’s right, in people’s eyes, it is…. I’m not even from a local university, but my family treated me worse than someone from a local university.”
CEO Yoon Kyung-joon’s eyes became wistful.