The Financial Services Commission (the “FSC”) and the Ministry of Justice (the “MOJ”), the competent ministries in charge of overseeing corporate governance and the capital market in Korea, each reported their plans to the acting President and announced their 2025 key initiatives on January 8, 2025 and January 14, 2025, respectively. The FSC’s 2025 plan includes certain initiatives related to improving corporate governance and valuing-up the capital market by amending the Financial Investment Services and Capital Markets Act (the “FSCMA”) (Link). The MOJ’s 2025 plan includes certain initiatives to improve fairness and competitiveness of the capital market, as well as its commitment for making efforts to amend the Korea Commercial Code and the FSCMA.

First, the FSC has presented the advancement of the capital market as one of the key initiatives for 2025, stating that the FSC will continue to take developmental measures to enhance the capital market of Korea and turn the same into a platform for national wealth formation and corporate growth, and improve the structure of the Korean stock market. The main contents of the related policies are as follows:

The details in Sections 1, 2, and 4 of the FSC’s 2025 plan are with respect to efforts for continuous supplementation and advancement of the matters described in our newsletters listed below. Additionally, Section 3 thereof describes certain plans for a proxy solicitation system for exercising voting rights, executive compensation disclosures, and improvements in the stewardship code operation, any of which could become significant issues in the process of dealing with minority shareholder suggestions, shareholder proposals, and managing the general meeting of shareholders. Section 5 discusses certain issues relating to strengthening the delisting requirements and procedures, which could also become significant issues in the context of going-private transactions of listed companies, e.g., (i) tender offers, (ii) comprehensive stock swaps, and (iii) delisting processes. It was also reported that on January 14, 2025, during an executive meeting of the Financial Supervisory Service (the “FSS”), the Governor of the FSS mentioned that “appropriate responses are required” regarding the issues relating to the increasing trend of tender offers for purposes of delisting.
 

The MOJ has announced that it will pursue systematic improvements to support Korea’s economic growth and social structural changes, presenting key initiatives for 2025 such as protecting national safety through strict crime responses and contributing to the national interests and economy through legal administrations. The main contents of the related policies are as follows:

The systematic improvements for electronic general meetings of shareholders and mergers are efforts to continuously improve and expand the matters that we have already noted in our newsletters listed below. In addition, the restriction on individuals with a history of conducting unfair trading practices in the capital market from being appointed as executives of listed companies could become a critical issue in the process of managing general meetings of shareholders related to executive appointments in the future.
 

• Enhancing public safety through strict crime responses
   

• Enhancing public safety through strict crime responses
   

[Korean Version]