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Release of 21st Presidential Election Pledge Booklets Containing Corporate Law and Governance Pledges

2025.05.30

As noted in our previous newsletter, the presidential candidates from the major political parties have each announced their top ten pledges for the 21st presidential election, which is set for June 3, 2025. The top ten pledges of some of the candidates include pledges aimed at enhancing corporate governance and systems related to corporate law (Link).

Following the announcement of the top ten pledges of their respective presidential candidates, the People’s Power Party and the Democratic Party of Korea published and released pledge booklets containing more detailed policies on May 26 and May 28, respectively. The booklets include details on corporate law and governance pledges, as discussed in further detail below.

The Democratic Party of Korea proposed three visions in its booklet: recovery, growth, and happiness. Specifically regarding growth, it introduced a number of pledges on corporate law and governance under the sections entitled “Building a Foundation of Growth” and “Fair Economy.” These pledges aim to “establish fair and mutually beneficial market order,” which is one of the party’s five key strategies. Details are as follows.
 

  • Helping expand ESG corporate governance

Utilize national funds and other resources to boost investment in carbon reduction and renewable energy.

Reinforce the stewardship codes of public pension funds and institutional investors.

Enhance the infrastructure supporting ESG disclosure, measurement, and assessment.

Accelerate the disclosure of sustainability management reports by listed companies.

Phase in “Say on Climate” (a mechanism whereby shareholders are able to vote on a company’s climate strategy and implementation thereof) to strengthen corporate climate disclosure requirements.
 

  • Protecting the rights and interests of ordinary shareholders by enhancing corporate governance

Stipulate directors’ fiduciary duty to protect shareholders.

Require that a certain minimum percentage of the directors on the boards of directors of companies of a certain size be independent directors.

Gradually expand the scope of separate election of directors who are members of the audit committees of large listed companies.

Amend relevant regulations to prohibit the articles of incorporation of a company from excluding the adoption of cumulative voting.

Mandate electronic voting and proxy voting and encourage the adoption of advisory shareholder proposals for large listed companies.

Address concerns about the excessive concentration of economic power caused by a small number of shareholders exerting excessive control.
 

  • Eliminating controlling shareholders’ exploitation of private interests through misuse of capital and profit-and-loss transactions

Require the application of fair value, taking into account stock prices and other factors when determining the acquisition/merger price of listed companies.

Institutionalize a rule to grant priority allocation of new shares in a split-off listing to the parent company’s minority shareholders.

Apply mandatory tender offer rules for corporate acquisitions.

Introduce a merger inspection system allowing ordinary shareholders to petition the court to appoint examiners in mergers between listed companies and their affiliates.

Institutionalize a rule that treasury shares held by listed companies should, in principle, be cancelled.

Strengthen surveillance of and sanctions against unfair insider trading.
 

  • Revitalizing the stock market by improving supply and demand conditions and expanding liquidity

Restructure the stock market to reflect the characteristics of listed companies and enhance shareholder returns.

Reform systems to encourage participation by foreign investors and seek inclusion in the MSCI Developed Countries Index.

Enhance profitability through step-by-step expansion of retirement pensions, including the expansion and reform of the SME Retirement Pension Fund Plan.

Encourage inflow of new capital by upgrading the KOSDAQ Venture Fund.
 

The People’s Power Party proposed nine visions in its booklet, with policy initiatives on corporate law and governance presented under the vision “Vibrant Economy.” Details are as follows.
 

  • A leap toward an advanced capital market to build national wealth

Carry out investor relations activities under the President’s direct authority and set up the Financial Economic Advisory Committee.

Establish separate taxation on dividend income.

Provide tax benefits for long-term stock investors.

Drastically improve measures to protect the rights and interests of ordinary shareholders.

Seek inclusion in the MSCI Developed Countries Index during the President’s term of office.

Create systematic improvements to ensure diligent exercise of voting rights of ordinary shareholders.

Improve the public offering subscription system.

Impose punitive fines for unfair trading, accounting fraud, etc.; impose harsh penalties for illegal trading; and strengthen stock market participation restrictions, market surveillance, and specialized investigations into unlawful activities.
 

The pledges of each party noted above cover the Democratic Party of Korea’s initiatives to amend the Korean Commercial Code, including the initiative to stipulate directors’ duty of care to protect all shareholders’ interests (Link) and an alternative initiative from the current government to improve subordinate regulations under the Financial Investment Services and Capital Markets Act (Link). Both initiatives were covered in previous newsletters, and you may want to monitor them alongside various other new regulatory measures outlined in the pledge booklets. Please note that some of the pledges combine and build on initiatives from both the Democratic Party of Korea and the current government without distinguishing between the two.

These pledges aimed at enhancing corporate governance and systems related to corporate law could become law in the course of establishment of the new administration following the presidential election. Once enacted, these new laws and regulations may significantly impact companies’ corporate restructuring, investments, strategic planning, financial capabilities, investor relations decisions, etc. Companies currently reviewing such key transactions as well as associated stakeholders may want to closely monitor related developments.

 

[Korean Version]

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