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Kim & Chang Legal Newsletter (2021 Issue 3) This issue includes: Legal, Regulatory and Policy Updates on Online Platforms and Content Provision Businesses Update on HR/Labor Law Amendments Notable Proposed Tax Law Amendments of 2021 KFTC Announces Proposed Amendment to the Enforcement Decree to the FTL Amendment to Fairness in Franchise Transactions Act FSC Designates D-SIBs and D-SIFIs for 2022 FSC Announces Proposed Amendments to the FSCMA Restructuring Private Fund Regulations Proposed Amendment to Ease Regulations on Non-Face-to-Face Solicitation of Insurance KCGS Amends ESG Best Practice Guideline Amendment to Environmental Tech and Industry Support Act Patent Act, Trademark Act and Design Protection Act Amended to Expedite IPTAB Administrative Trials Key Amendments to Customs Act Included in 2021 Proposed Tax Law Amendments Notification on Registration and Management of Purchasing Agents Enacted and Implemented Key Changes in Proposed Amendment to Buy American Rule and Their Impact on Korean Companies Recent Court Decisions on Whether Incentives Are Considered Wages Promulgation of Act on Win-Win and Revitalization of Regional Commercial Zone Kim & Chang Legal Newsletter (2021 Issue 3) .content_view .view_area a { text-decoration: none; } .content_view .view_area ul li:before { top: 11px; }
2021.09.29

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Korea Environmental Legal Update (Autumn 2021) This issue includes: Carbon Neutrality Commission Unveils Draft 2050 Carbon Neutrality Scenario Regulation on Microplastics Relating to Household Chemicals, Etc. Successful Cancellation of the MOE’s Refusal to Allocate GHG Emission Permits in Administrative Appeal [Attachment] Korea Environmental Legal Update (Autumn 2021)_EN .content_view .view_area a { text-decoration: none; color: #2c3e50; } [Korean version]
2021.09.17

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KFTC Announces Amendment to Merger Filing Guidelines Late last year, a comprehensive amendment to the Monopoly Regulation and Fair Trade Law (the "FTL"), Korea's primary competition law, was passed. Among the changes, the amended FTL included a new size-of-transaction threshold test to the existing merger filing thresholds to potentially capture transactions that would not have otherwise been caught under the existing rules. The details of the test, however, were not fleshed out until this past summer when the Korea Fair Trade Commission (the "KFTC") announced the proposed amendment to the Enforcement Decree to the FTL (the "Proposed Amended Decree"). In detail, the Proposed Amended Decree set the transaction value at KRW 600 billion and established a separate local nexus test to ensure that the target entity had a "substantial level" of activity in the Korean market based on any one of the following: (i) having sold or provided products or services in the Korean market to at least 1 million persons on a monthly basis, (ii) having an annual budget of KRW 30 billion related to leasing R&D facilities or using R&D personnel in Korea, or (iii) other factors similar to (i) or (ii) as further notified by the KFTC. Although the Proposed Amended Decree remains pending, early this September, the KFTC announced further clarification to the new threshold as part of the proposed amended Guidelines for Reporting Business Combinations (the "Proposed Amended Guidelines"). Notably, the draft sets out further details to calculate the transaction value prong of the new test based on the various types of business combinations (i.e., mergers, share acquisitions, formation of a new joint venture ("JV") and business transfers). According to the draft, the calculation method is based on the following: (i) the sum of total transaction amount (i.e. the price for the shares), and book value of the relevant shares (if the acquirer holds shares of the target before the contemplated transaction) plus the assumed liabilities in the case of a share acquisition transaction, (ii) sum of the value of the issued shares (i.e., merger price per share multiplied by the number of issued shares) and cash consideration (if applicable), plus the assumed liabilities for a merger, (iii) aggregate purchase price plus assumed liabilities for a business transfer, and (iv) investment amount of the largest shareholder for a JV formation business combination. As for the local nexus test, the Proposed Amended Guidelines provide that for internet-based services, the test should be based on monthly active users ("MAU"), with a user visiting or using a target's internet services multiple times during a single month to be counted only once. As for targets that could trigger a filing obligation based on R&D activity, the Proposed Amended Guidelines state that the threshold amount of KRW 30 billion should be calculated based on the annual ordinary R&D cost and development costs (intangible assets) of the target. According to the KFTC's press release announcing the Proposed Amended Guidelines, these changes have been proposed to shore up any potential "blind spots" that could result in the application of the new size-of-transaction test to help provide clarity to parties looking to execute business combinations with start-ups. The press release also confirms that the aim of the new threshold test is transactions involving emerging and nascent players at high transaction prices due to perceived high growth potential and ability to potentially impact markets. As the Proposed Amended Guidelines remain open for public comment, they could be further amended by the KFTC to reflect certain submitted opinions and/or to align with any additional proposed edits to the Proposed Amended Decree, which remains pending and subject to additional changes as it makes its way through the Korean legislative process. As such, interested parties are advised to closely monitor the developments in Korea. The KFTC has opened the public comment period for the Proposed Amended Guidelines through September 28, 2021. Public comments can be submitted by mail, fax or email to the KFTC.
2021.09.15

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From 2023 “Sell-By Date” Label Is Replaced with “Use-By Date” Label On August 17, 2021, the Ministry of Food and Drug Safety issued an amendment to the Act on Labeling and Advertising of Foods that replaces the “sell-by date” label with “use-by date*” from 2023. (*) Use-by date: The period determined to be safe for consumption if the consumer complies with the storage instructions provided on a food label. The sell-by date is a period between a product’s manufacturing date and the date that is allowed to be sold to consumers. Although the product may be consumed for a certain period of time even after the lapse of the sell-by date, consumers often discard products after its expiration, incurring a huge disposal cost. Many countries, including the European Union (EU), have already started using the use-by date labeling system, and CODEX has recommended such labeling system as well. The domestic food industry as well has continuously asked to introduce the use-by date labeling system based on the developments in food manufacturing technology and advancement of refrigerated distribution system. As a result, the government has introduced a use-by date labeling system to avoid confusing consumers, reduce food waste and keep with the international trends. Use-by date labeling system will be implemented from January 1, 2023 to allow the industry the necessary time to prepare (domestic products are labeled based on manufacturing date, and imported foods are labeled based on shipment date). However, for some items, such as milk, which are likely to deteriorate during the distribution process, a grace period of eight years has been given to allow the industry the time to improve the distribution environment, such as distribution standards for refrigerated food items. Accordingly, domestic manufactures and importers have to change the artwork and label of the product during the grace period, and, if necessary, may take measures to extend the current sell-by date period of the product to meet the use-by date period. If you have any questions regarding the aforementioned use-by date labeling policy, please contact us. [Korean version]
2021.09.13

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Legislative Update on Status of Information Security and Related Issues On August 11, 2021, the Ministry of Science and ICT announced a partial amendment (the “Amendment”) to the Enforcement Decree of the Act on the Promotion of Information Security Industry (the “Information Security Industry Act”). The Amendment sets forth the scope of, and criteria for, business entities that are subject to the disclosure requirement regarding information security status pursuant to Article 13 of the Information Security Industry Act which is scheduled to take effect on December 9, 2021, and the required disclosure period. The salient points of the Amendment are briefly summarized as follows: Scope and Requirements Regarding the Disclosure Obligation (Article 8 (2) of the Amendment) According to Article 13 (1) of the Information Security Industry Act, a person who provides or mediates to provide information through an information communications network may disclose the information security status (e.g., the status of investment and human resources for information security and certifications regarding information security) to ensure that persons using the Internet do so in a safe manner. Article 13 (2) of the Information Security Industry Act (which is scheduled to take effect on December 9, 2021) stipulates that persons who meet the criteria prescribed by the Presidential Decree, in consideration of the industry, sales revenues and number of service users, may be required to disclose the current status of information security (the “Disclosure Obligation”). The Amendment specifically sets forth the scope and requirements in respect of the Disclosure Obligation. The Minister of Science and ICT may issue a public announcement designating entities that are exempt from the Disclosure Obligation. Under the Amendment, the following entities are subject to the Disclosure Obligation: Facilities-based telecommunications service providers registered in accordance with Article 6 (1) of the Telecommunications Business Act (Article 8 (2) 1 (a)); Data center operators under Article 46 of the Act on Promotion of Information and Communications Network Utilization and Information Protection, Etc. (Article 8 (2) 1 (b)); Tertiary hospitals under Article 3-4 of the Medical Service Act (Article 8 (2) 1 (c)); Providers of cloud computing services (limited to services that provide servers, storage devices, networks, etc.) under Article 2 (3) of the Act on the Development of Cloud Computing and Protection of Its Users (Article 8 (2) 1 (d)); Any entity listed on the securities market or KOSDAQ Market with sales of KRW 50 billion or more in the previous year (Article 8 (2) 2); and Any entity that has an average of 100,000 or more users per day during the immediately preceding three months as of the end of the previous year (Article 8 (2) 3). Introducing a period entities are subject to Disclosure Obligation (Article 8 (5) of the Amendment) The Amendment requires that the entities subject to the Disclosure Obligation satisfy the obligation by entering information security status into the DART (Data Analysis, Retrieval and Transfer System) annually by June 30 of each year. The Ministry of Science and ICT is currently gathering opinions from interested parties on the Amendment until September 23, 2021, and subject to any changes thereto, the Amendment will take effect on December 9, 2021, together with the amended Information Security Industry Act (Article 1 of the Addenda). The new provision of Article 8 (2) regarding the Disclosure Obligation shall apply from the fiscal year that commences after the enforcement of the said law (Article 2 of the Addenda). .content_view .view_area ul li:before { top: 13px; }
2021.09.10

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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,” respecti
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Ranked “Tier 1” in All Seven Areas in IFLR1000

Kim & Chang once again received the highest ranking “Tier 1” in all areas surveyed for Korea in the 2022 edition of IFLR1000.
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93 Professionals Named National Leaders in WWL: Korea 2021

In the 2021 edition of Who’s Who Legal: Korea, 93 attorneys, patent attorneys and certified public accountants from Kim & Chang were named “National Leaders.”
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