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Decision on Shareholder Derivative Lawsuit Strengthening Directors’ Duty to Monitor and Supervise On November 11, 2021, the Supreme Court of Korea overruled the lower court’s decision that held a representative director not liable for failing to monitor and supervise the acts of a company’s officers and directors in a shareholder derivative lawsuit initiated against the representative director for damages suffered resulting from the Korean Fair Trade Commission’s (the “KFTC”) imposing administrative fines against the company that engaged in market collusion practices. In addition, on September 3, 2021, in a separate shareholder derivative lawsuit, the Seoul High Court recognized that a representative director, directors and auditors of a company were liable because they failed to monitor a company for engaging in market bid rigging practices, reversing the lower court’s decision that only recognized the representative director liable for breach of his duty to monitor and supervise. This Seoul High Court decision is not yet final because both parties have appealed to the Supreme Court. In each of the above decisions, the court noted that companies need to strengthen their internal corporate control systems in order to engage in compliant management operations. Even if a director did not actively instruct or engage in illegal acts, the courts held that an absence of reasonable internal control systems aimed at preventing illegal acts such as price-fixing by officers and employees, or a director’s failing to make efforts to build and implement such systems violate a director’s duty to monitor and supervise. The court’s rulings above are consistent with the legal principles stated in Supreme Court Decision No. 2007Da31518 rendered on September 11, 2008 and Supreme Court Decision No. 2016Da260455 rendered on May 16, 2019. In the former case, the Supreme Court ruled that a director of a stock company “has a duty to establish a reasonable information and reporting system and an internal control system, and shall be careful to ensure that such systems work properly.” In the latter case, the Supreme Court recognized the liability of outside directors for illegal acts relating to the accounting recognition system applied to company donations. The decisions rendered this year have significant implications because the courts (i) recognized the liability of representative director and other directors who did not actively engage in the illegal act, (ii) recognized the KFTC’s administrative fine relating to the collusive act as damages, and (iii) ultimately concluded that a company’s internal controls systems are insufficient if they are only composed of the internal accounting control system established pursuant to the Act on External Audit of Stock Companies. The decisions rendered this year reflect the courts’ growing tendency to strengthen directors’ liability. Accordingly, companies and their directors and officers will need to establish or strengthen their corporate information reporting systems and internal control systems to prevent risks related to directors’ liability in advance. The key points of the rulings rendered this year are summarized as follows: 1. Supreme Court Decision (November 11, 2021) A shareholder of Company C, which merged into Company A, filed a shareholder derivative lawsuit against representative director B for damages equaling the KFTC's administrative fine imposed on Company C (currently Company A) for engaging in market collusion practices. The lower court ruled against the plaintiff on the ground that "there is no evidence to prove that the defendant was involved in the collusive act or that the defendant neglected to monitor knowing that it was an illegal act." The appellate court also rejected the plaintiff's claim. Even though the Supreme Court recognized that there was a lack of evidence to prove that representative director B actually instructed or engaged in the collusive acts, it noted that "if individual B, the representative director, was unaware of the continuous and systematic collusion, which is a serious illegal act committed by Company C, and could not have prevented it or taken corrective measures immediately after it occurred, this may be deemed to be a result of defendant's failure to make any efforts to establish an internal control system to control the risks potentially arising from the serious illegal and wrongful acts in the course of performing Company C's business, or despite having such system, intentional ignorance of the defendant's performance of his duty to monitor and supervise the overall business of Company C." The Supreme Court also noted that "the internal accounting management system allegedly established by the defendant as an internal control system is generally limited to accounting as it is for the preparation and disclosure of accounting information under the Act on External Audit of Stock Companies, and the code of ethics enacted in 2003 is nothing more than an abstract and comprehensive guideline on the performance of duties by officers and employees" and thus it was difficult to deem that "the appointment and operation of outside directors and auditors, and decision-making through the board of directors, as alleged by the defendant, actually served as methods to prevent illegal acts such as price-fixing in advance, collect and report information on suspected or confirmed illegal acts, or further control illegal acts." Accordingly, the court stated that "defendant B, the representative director, cannot be exempt from liability solely on the grounds that he was unaware of the schemes in detail and that he did not directly instruct the executives to engage in such illegal acts. If defendant B continued to neglect his duty to monitor as the representative director, and as a result, caused damage to the company, defendant B should be held liable for such damage." Ultimately, the Supreme Court remanded the case to the Seoul High Court, noting that the lower court erred in finding defendant B not liable with respect to his duty to monitor and supervise the company as the representative director and thus not liable for damages without fully examining whether a reasonable internal control system was actually established and operated to prevent long-term systematic collusion. In light of this decision, it has become more difficult for directors to argue that they have fulfilled their respective duty to monitor and supervise to prevent illegal acts of officers and employees solely based on the presence of an internal accounting management system and the fact that decisions are generally through the board of directors (which has authority centered around the outside directors). Companies will need to establish more specific and systematic information reporting systems and internal control systems to mitigate directors' liability risks. 2. Seoul High Court Decision (September 3, 2021) The shareholders of Company D filed a shareholder derivative lawsuit against the then-representative director E, director F and other outside directors of Company D for damages in the amount of the KFTC's administrative fine imposed against Company D resulting from its practices of bid-rigging in the market. The trial court held that only representative director E breached his duty to monitor Company D's officers and employees. However, the Seoul High Court expanded the scope of liability to recognize that the other directors (including director F and other outside directors of Company D) also breached their duty to monitor and supervise. The Seoul High Court explained that "directors of a stock company, as members of the board of directors, are obligated not only to express their agreements or disapprovals on the agenda submitted to the board, but to also monitor the overall performance of their duties as well as those of other directors." It further added that "directors are liable for the damages imposed on the company because of either their failure to perform their duties in violation of their duty to monitor or their willful misconduct or negligence in spite of reasons to suspect that the performance of the representative director or other directors' duties are illegal." In addition, the court explained that "because the business of a stock company is divided and organized under the direction of the representative director and the director in charge of the business, a director's duty to monitor is not limited to the business directly under his scope, but also extends to the overall business of the company, and therefore, also includes the acts of his employees." Furthermore, the Seoul High Court ruled that "even if the defendants were unaware of, could not have been aware of, or had no circumstance to suspect bid-rigging because they were not involved in or reported on the bidding for individual construction projects, the defendants breached their duty to monitor by failing to establish a reasonable information and reporting system and an internal control system that may have caught these illegal bid-rigging acts by the officers and employees and to fulfill their duty of care to ensure that such system works properly." Because both parties have appealed this decision, it is still possible that the Supreme Court could reverse the Seoul High Court's ruling. Furthermore, there may be an increase in the risk of liability on the part of representative directors and directors' duty to monitor and supervise, especially in cases in which outside directors or non-executive directors are appointed to a joint venture or minority equity investment of target companies. [Korean version]
2021.11.25

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KFTC Issues Public Notice on Proposed Amendment to Expand Scope of Business Combinations Eligible for Simplified Review The Korea Fair Trade Commission (the "KFTC") issued a public notice on a proposed amendment to its Merger Review Guidelines ("Proposed Amended Guidelines") to expand the scope of business combinations eligible for the KFTC's simplified review, which subjects merger filings to an expedited review process when it is clear that the transaction would have no impact on the domestic market. In particular, under the Proposed Amended Guidelines, the following transactions will be newly subject to simplified review. All types of reportable foreign-to-foreign transactions that would have no impact on the domestic market (amended clause) Currently, even if a transaction is a foreign-to-foreign transaction and would have no impact on the domestic market, only those transactions that are carried out in the form of a "joint participation in the establishment of a new company", i.e., formation of a joint venture (JV) or formation of a de facto JV through share acquisition are subject to the KFTC's simplified review. Accordingly, it has been difficult for foreign companies pursuing business combinations that would have no impact on the domestic market to file for simplified review when the business combination did not occur in the form of a JV formation or de facto JV formation. The Proposed Amended Guidelines eliminates the limitation to JV and de facto JV formations, so that all five types of reportable transactions (including, share acquisitions, mergers, interlocking directorates, and business transfers) will be subject to the KFTC's simplified review if they are foreign-to-foreign transactions and have no potential impact on the domestic market. Business combinations undertaken by a real estate investment company for the purpose of acquiring real estate, etc. (newly added clause) Under the Proposed Amended Guidelines, when a real estate investment company (as defined by Article 2(1) of the Real Estate Investment Company Act) pursues a business combination to invest in or operate a real estate, etc., within its scope of business, the transaction will be subject to the KFTC's simplified review if it is evident that the transaction is a mere investment activity and not pursued for business management purposes. It is noteworthy that the Proposed Amended Guidelines will enable parties to request for simplified review when filing business combinations between foreign companies, regardless of the type of transaction, as long as it is evident that the transaction would have no impact on the domestic market. We understand that this amendment reasonably addresses the current confusion over whether companies can file for simplified review even when it is evident that the transaction would have no impact on the domestic market. Going forward, we expect that a greater number of reportable business combinations between foreign companies will be able to more swiftly obtain clearance from the KFTC.
2021.11.16

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The Supreme Court's Decision on the Number of Paid Annual Leave Days Granted to One-Year Fixed-Term Employees The Supreme Court of Korea has recently ruled that the maximum number of paid annual leave days granted to fixed-term employees (whose one-year employment contract has expired) is 11 days. Article 60 (1) of the Labor Standards Act (the “LSA”) provides that employees who have worked for at least 80% of the year prior shall be granted 15 days of paid annual leave upon completing their first year of work, and for those employees who have worked for less than one year or who have worked for less than 80% of the year prior shall be granted one day of paid annual leave for each completed month of work under Article 60 (2). In terms of fixed-term contract employees, the Ministry of Employment and Labor (the “MOEL”) has been interpreting these LSA provisions to mean that fixed-term employees whose one-year employment contract has expired are entitled to up to 26 days (15 days + 11 days) of paid annual leave and compensation for unused days of paid annual leave. However, in a case where the number of paid annual leave days granted to an employee who worked as a fixed-term caregiver for the past one year was disputed, the Supreme Court ruled that the right to use paid annual leave under Article 60 (1) of the LSA should be deemed to accrue on the day following the completion of one year's employment from the previous year based on the premise that the employment relationship would be maintained in the following year. Therefore, an employee whose employment contract was not renewed but rather terminated upon the expiration of the one-year term would not be eligible for the 15 days of paid annual leave under Article 60 (1) and thus cannot make a claim to be compensated for such days. Accordingly, the employee can only be guaranteed up to 11 days of paid annual leave or compensation for unused days of paid annual leave under Article 60 (2) of the LSA (Supreme Court Decision No. 2021Da227100 rendered on October 14, 2021). Although this decision was not rendered before the full panel of Supreme Court justices, it appears that the Supreme Court has substantially changed the conclusion of its previous ruling (Supreme Court Decision No. 2003Da48549, 48556 rendered on May 27, 2005), which held that the employee’s right to claim compensation for unused days of paid annual leave is irrelevant to whether or not the employee continues to be employed. Due to this recent Supreme Court decision, workplaces that have guaranteed up to 26 days of paid annual leave in accordance with the interpretation by the MOEL are expected to adjust the number of eligible leave days and compensation therefor, which may lead to lawsuits being filed by employers trying to recoup what they have already paid to these employees in terms of paid annual leave compensation. [Korean version]
2021.11.11

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Amendment to Regulations on the Issuance and Disclosure of Securities with Respect to Strengthened Regulations on Issuance of Convertible Bonds by Listed Companies On October 27, 2021, the Financial Services Commission announced that the Regulations on the Issuance and Disclosure of Securities (the “Regulations”) will be amended to place a limit on convertible bond purchase option (call option) and to impose an obligation to raise the conversion price in case of a private placement. These amended Regulations will take effect on December 1, 2021 and the proposed Regulations are follow-up measures to the Comprehensive Measures to Eradicate Illegal and Unsound Practices in the Securities Market (October 19, 2020). The key amendments are as follow: 1. Disclosure of exercise of convertible bond purchase option granted to a third party: A listed company must disclose material facts (e.g., person exercising the right, number of shares converted by such exercise) by filing a report on any of its important matters pursuant to Article 161 of the Financial Investment Services and Capital Market Act (the “FSCMA”) in the following cases: (a) a listed company issues convertible bonds that grants a third party right to purchase convertible bonds at a predetermined price (convertible bond purchase option) and the third party exercises such option, or (b) a listed company decides to acquire convertible bonds that the company itself issued and sells them to a third party. 2. Imposition of a limit on the exercise of call option by the largest shareholder with respect to convertible bonds: When a listed company issues convertible bonds that grant convertible bond purchase option to the largest shareholder and its specially related parties, the exercise of convertible bond purchase option will be limited to the shareholding ratio of the largest shareholder at the time of issuance of convertible bonds. 3. Improvement on conversion price adjustment system: For issuance of convertible bonds by private placement, If the conversion requirement for convertible bonds includes downward adjustment of conversion price (refixing) when there is a change in the market price of the shares, the conversion price must be adjusted to what it was at the time of issuance if the market price of shares increases after the downward adjustment (or up to such adjusted price in the event that the conversion price is modified due to adjustment events such as issuance of new shares at a discounted price or capital reduction other than refixing). The foregoing Regulations shall also apply mutatis mutandis to issuance of bonds with warrants, but these regulations do not apply to public offerings. This amended Regulations are significant since they have strengthened regulations on refixing, which are frequently included in the issuance of convertible bonds and bonds with warrants by listed companies. Please be advised of the foregoing amended Regulations as they will apply to, among others, convertible bonds of which the issuance will be resolved by the board of directors of listed companies after this amendment takes effect on December 1, 2021. [Korean version]
2021.11.04

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KFTC Announces Proposed Amendments to the Administrative Fine Notification On November 3, 2021, the Korea Fair Trade Commission (the "KFTC") issued an administrative announcement over proposed amendments to the Notification on Detailed Standards for Imposition of Administrative Fines (the "Administrative Fine Notification") and eight other relevant notifications on administrative fines regulated by the KFTC. The period of public comments is between November 3, 2021 and November 23, 2021. The proposed amendments are significant in that it proposes to double the upper limit of administrative fines to reflect the amendments to the Monopoly Regulation and Fair Trade Law (the "FTL") which will take effect on December 30, 2021, while at the same time reasonably adjusting the administrative fine calculation system in order to ensure that fines are appropriately tailored for individual cases by (i) partially adjusting the detailed assessment standard for unfair collusive acts, (ii) adjusting the mitigating criteria for secondary adjustments, (iii) adjusting the mitigating criteria for imposition of administrative fines, and (iv) revising the calculation method of relevant revenue. The details are as follows: 1. Increased Base Rate and Base Amount in Line with the Amendments to the FTL and its Enforcement Decree Pursuant to the amendments to the FTL regarding imposition of administrative fines, the amended Administrative Fine Notification proposes to double the maximum imposition rate (in case of fixed rate administrative fines) and the base amount (in case of fixed amount administrative fines) for each type of wrongdoing. To be more specific, the amended Administrative Fine Notification proposes to double the maximum base rate and also increase the base rate for each category of severity. 2. Adjustment of the Detailed Assessment Standards The amended Administrative Fine Notification also seeks to amend the detailed assessment standards, which are used to determine the imposition rate and amount based on the severity of the violation. Specifically, the amended Administrative Fine Notification, as a matter of principle, classifies the degree of violation in accordance with the detailed evaluation standards, but provides an exception to determine the degree of severity differently if warranted by exceptional circumstances where technically applying the degree of severity would contravene the principles of proportionality and equity. The factors to be considered in applying the exception include the intent, purpose and motive, and background of the violation, transaction practices in the relevant industry, method of contract or bidding, and attribution of profits from the violation. In particular, the detailed assessment standards for unfair collaborative acts have been amended to prevent excessive calculation of violation points compared to other types of violations when calculating administrative fines. More specifically, the thresholds for calculating the violation points in connection with anti-competitiveness, market share, and regional scope under the detailed assessment standards for unfair collaborative acts have been partially relaxed as follows. Anti-competitiveness: The pre-amended Administrative Fine Notification classified a conduct as "high (3 points)" if the conduct constitutes a so-called "hardcore cartel" (Article 40 (1) 1, 2, 3, 4, and 8 of the Amended FTL) which typically creates anti-competitive effects only. Under the amended Administrative Fine Notification, such hardcore cartels still remain as "High (3 points)", but could be decreased down to "Medium (2 points)" if the anti-competitive effect is not substantial upon a comprehensive consideration of the motive, and purpose of the cartel, and characteristics of the relevant market (market concentration, ease of entry, bidding method, distribution structure, etc.). Market shares: Under the pre-amended Administrative Fine Notification, it was possible to uniformly determine the points for the "market share" criteria as "high (3 points)" for bid-rigging cases. However, the amended Administrative Fine Notification requires the criteria for market shares in bid-rigging cases to be determined based on the ratio of the bidders involved in the collusive act relative to the total number of bidders. The determination threshold is "High (3 points)" if the ratio is 90% or higher, "Medium (2 points)" if 75% or higher, and "Low (1 point)" if less than 75%. Regional scope: Under the pre-amended Administrative Fine Notification, bid-rigging cases were uniformly rated as "High (3 points)" if the ordering party was the central government, municipal government, or public institution. However, under the amended Administrative Fine Notification, the regional scope criteria is rated as "High (3 points)" if the ordering party is the central government, municipal government, or public institution and the violation directly affects the safety of people's lives, health, etc., whereas if the ordering party is the central government, local government, or public institution without such impact, it is rated as "Medium (2 points)." If the ordering party is a private company, the criteria was previously determined as "Medium (2 points)" but under the proposed amendment, it is determined as "Low (1 point)." 3. Expansion and Clarification of Mitigating Factors at the Secondary Adjustment stage Expansion of mitigating factors: The amended FTL provides that summary procedure will be applied also to small-amount administrative fines, and thus, mitigation of up to 10% may be granted if the respondent accepts the corrective measure (i.e., mitigation based on the acceptance of summary procedure), and up to 10% mitigation for violations caused by undisputable slight negligence.1 Clarification of the grounds for mitigation for cooperation with investigation/deliberation: The amended Administrative Fine Notification allows fine mitigation of up to 10% each for "cooperation with investigation" and "cooperation with deliberation." There was no such separation under the pre-amended Administrative Fine Notification, meaning it could have been difficult to receive mitigation for cooperation if the respondent denies the allegations at the deliberation stage even after cooperating with the investigation. It appears that, under the proposed amendment, it would be possible to mitigate the fines by up to 10% through "cooperation with investigation" in such case. 4. Expansion and Clarification of the Mitigation Ratio at the Stage of Determining the Imposition of Administrative Fine The pre-amended Administrative Fine Notification had the potential to be inconsistent with the principles of proportionality and equality as it allowed for mitigation in excess of 50% for considerations over the respondent's financial situation and realistic ability to bear the administrative fines, while limiting the mitigation to 10% for considerations over market/economic conditions and the size of unjust enrichment. The amended Administrative Fine Notification expands the mitigation ratio for considerations over market/economic conditions or unjust enrichment up to 30% at the stage of determining administrative fines in order to promote reasonableness of individual and specific cases. The mitigation ratio can further expand to 50% if it is recognized that the expansion is necessary to promote the principles of proportionality and equality. In addition, the amended Administrative Fine Guideline newly provides that, for mitigation based on the respondent's ability to bear administrative fines, the factor of "whether continued business operation is infeasible" should be additionally considered in order for the mitigation ratio to exceed 50%. The KFTC explained that this is to ensure that mitigation in excess of 50% is not granted in cases where it is practically unnecessary to consider the respondent's realistic ability to bear the administrative fines, such as the case where the respondent's capital impairment exceeds 50% due to the respondent's intentional loss-making operation. 5. Establish Criteria for Calculating "Relevant Sales Revenue" for Bid-Rigging With respect to the calculation of the relevant revenue for cases involving unit price bidding, detailed standards have been newly established for different categories of conduct including cases where a contract was not executed, cases where the bid was not successful, cases where there was no estimated price, etc. Successful Bid Agreement executed Actual sales generated as of the date of deliberation - Contract amount when actual sales are unclear Agreement not executed Successful bid price (bid unit price x estimated volume) Unsuccessful Bid Estimated price Estimated price (estimated unit price x estimated quantity) - Third party's actual sales (X) No estimated price Bidding price of the agreed winning bidder : bid unit price of the agreed winning bidder x estimated quantity 6. Clearly Stipulate the Standard for Calculating Administrative Fines such as the Calculation Method of Relevant Revenue and Fixed Amount Administrative Fines The amended Administrative Fine Notification sets forth a legal basis for objectively and reasonably calculating the sales revenue based on other materials even when the violating company does not have or does not submit the details of their sales revenue. Such materials include the performance before and after the violation, the plan of the relevant business entity, the total sales revenue and the ratio of the sales from the relevant products as to the total sales during the relevant period, and the market situation. The amended Administrative Fine Notification further stipulates that fixed-amount administrative fines shall be imposed only exceptionally when sales revenue cannot be calculated even based on such materials considering that fixed-amount administrative fines, which are imposed when it is difficult to calculate sales revenue, generally tend to be excessively favorable to large companies with large sales revenue and disadvantageous to SMEs. In addition, the amended Administrative Fine Notification sets forth a statutory basis for imposing a fixed amount administrative fine so as not to exceed the maximum amount that can be imposed when assuming the imposition of a fixed rate. 7. Clear Aggravating Factor Standards for Administrative Fines Based on the Number of Violations With respect to the calculation of the number of violations for which administrative fines may be aggravated, the amended Administrative Fine Notification stipulates that the calculation of aggravating factors shall include criminal referrals made at the request of the Prosecutors' Office, the Ministry of SMEs and Startups, the Public Procurement Service, etc., while excluding decision of non-indictment by the prosecution or acquittal by the court. The amended Administrative Fine Notification is expected to further enhance predictability and reasonableness in calculating administrative fines under the amended FTL. However, since the actual level of administrative fine to be imposed will be determined on a case-by-case basis, it would be necessary to establish appropriate response strategies at each step, taking into account the relevant circumstances of each company. 1 The same provision for mitigation for acceptance of summary procedure will be newly inserted into the eight notifications on administrative fine, including the Notification on Administrative Fines for the Franchise Business Act, the Notification on Administrative Fines for the Large Retail Business Act, the Notification on Administrative Fines for the Agency Act, the Notification on Administrative Fines for the Subcontracting Act, the Notification on Administrative Fines for the Labeling and Advertising Act, the Notification on Administrative Fines for the Installment Transaction Act, the Notification on Administrative Fines for the Door-to-Door Sales Act, and the Notification on Administrative Fines for the E-Commerce Consumer Protection Act. [Korean version]
2021.11.11

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Winner of “Asia-Pacific Firm of the Year” at asialaw Awards

At asialaw Awards 2021, Kim & Chang was once again honored as the leading law firm in South Korea and the Asia-Pacific region. We also took home “Capital Markets Firm of the Year,” “Tax Firm of the Year” and “Energy Firm of the Year” awards.
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Only Korean Firm Among the World’s Top 100 Law Firms

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“South Korea Firm of the Year” at Euromoney Asia Women in Business Law Awards

Kim & Chang was honored as “South Korea Firm of the Year” at the Euromoney Asia Women in Business Law Awards 2021. The awards also recognized two of our female attorneys, Sungjean Seo and Tae-Yeon Nam, as “Commercial Arbitration Lawyer of the Year” and “Transfer Pricing Lawyer of the Year.”
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