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Amendments to the Network Act and Enforcement Decree for Reporting Cybersecurity Incidents Key Amendments to the Network Act and its Enforcement Decree Effective August 14, 2024 The recently amended Act on Promotion of Information and Communications Network Utilization and Information Protection, Etc. (the “Network Act”), along with its Enforcement Decree (the “Enforcement Decree”), aims to enhance response efficacy to cyber breach incidents such as hacking and to implement necessary preventive measures against recurrence. These amendments took effect on August 14, 2024. The following is a summary of the key amendments: 1. Amendments to Reporting Cybersecurity Incidents (Article 48-3 (4) of the Network Act and Article 58-2 of the Enforcement Decree) (1) Timing of Report: Online service providers (“OSPs”) are required to report a cybersecurity incident within 24 hours of becoming aware of it. The initial report should include the date, cause, details of damage and response status. Any subsequent, additional fact needs to be reported within 24 hours of becoming aware of such fact. (2) Details of Report: (i) The date, cause and details of damage caused by the incident (ii) The status of the response provided by the OSP, including measures taken (iii) Contact information for the department within the OSP in charge of the response (3) Method of Reporting: Reports can be made in writing, by e-mail, by phone or by submitting the information through the designated website. 2. Orders to Prevent Recurrence and Inspection of Implementation (Articles 48-4 (2), 48-4 (3), 76 (1) 6-7 of the Network Act and Article 58-3 of the Enforcement Decree) (1) The Minister of Science and ICT (“MSIT”) now has the authority to “order” OSPs to take necessary preventive measures, a shift from the previous “recommendation.” (2) The MSIT can inspect whether the required measures have been implemented, issue corrective orders where necessary and impose administrative fines of up to KRW 30 million for non-compliance. (3) Inspections will be notified to relevant OSPs at least seven days in advance, detailing the inspection plan (including the purpose, date/time, method and other details regarding the inspection). However, in urgent cases, such as where there is an imminent threat of an additional breach, prior notification may not be given. 3. Revised Standards for Imposing Administrative Fines for Non-Compliance (Item 2 of Annex Table 9 of the Enforcement Decree) (1) For Failure to Report Cybersecurity Incidents: (i) First-time violation: Administrative fine increased from KRW 3 million to KRW 7.5 million (ii) Second-time violation: Administrative fine increased from KRW 6 million to KRW 15 million (iii) Third and subsequent violations: Administrative fine increased from KRW 10 million to KRW 30 million (2) For Non-Compliance with Corrective Orders: (i) First-time violation: KRW 7.5 million (ii) Second-time violation: KRW 15 million (iii) Third and subsequent violations: KRW 30 million These amendments set a stringent timeline for reporting cybersecurity incidents (within 24 hours) and significantly increase administrative fines for non-compliance. They also establish substantial grounds for ordering preventive measures and issuing corrective orders. As such, OSPs are advised to diligently monitor these amendments and anticipate rigorous enforcement. [Korean Version]
2024.09.26

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KFTC Issues Advance Notice of Proposed Guidelines for Consulting Franchisees on Modifying Transaction Terms for Mandatory Purchase Items On September 12, 2024, the Korea Fair Trade Commission (“KFTC”) issued an advance notice on a new set of Guidelines for Consultation on Modifying Transaction Terms for Mandatory Purchase Items in Franchise Agreements (“Proposed Guidelines”). Mandatory purchase items refer to products specified by franchisors that franchisees are obligated to purchase from the franchisor or from a designated third party, as part of their ongoing contractual requirements. The Proposed Guidelines provide specific guidance on how a franchisor should engage with franchisees when changing transaction terms in a manner that may negatively impact them. Following the collection of feedback from stakeholders and relevant government agencies during the public comment period, which ends on October 2, the KFTC intends to finalize and implement the Proposed Guidelines after a regulatory review and securing the necessary support. The Proposed Guidelines were prepared as a response to the amendment (effective December 5, 2023) to the Enforcement Decree to the Fair Franchise Transactions Act (“FFTA”) requiring franchisors to consult with franchisees prior to making unfavorable modifications to transaction terms. It is essential for franchisors to engage in good faith consultations with franchises when considering such modifications. Failure to do so may be regarded by the KFTC as a form of restrictive trade practice prohibited under the FFTA, and may result in sanctions. Franchisors are thus encouraged to prioritize compliance and maintain transparent communication with their franchisees. Key details of the Proposed Guidelines are as follows: 1. Types of Unfavorable Modifications Requiring Consultation The Proposed Guidelines specify seven types of modifications to transaction terms regarding mandatory purchase items that are considered unfavorable to franchisees. In principle, consultation is required when making any of the following unfavorable modifications, even if other favorable modifications are being implemented simultaneously. (1) Modifications that newly require franchisees to purchase certain items from the franchisor or from a third party that they were previously not required to do so (2) Modifications that raise the supply price of mandatory purchase items (excluding automatic price increases based on the supply price calculation method already specified in the franchise agreement) (3) Modifications to the supply price calculation method for mandatory purchase items that disadvantage franchisees (4) Modifications that decrease the quantity, volume, size, weight, etc., of mandatory purchase items (5) Modifications that lower the quality of mandatory purchase items (6) Modifications that reduce the number of designated suppliers from whom franchisees can purchase mandatory purchase items (7) Modifications that charge additional expenses for mandatory purchase items, or unfavorably change transaction terms regarding product returns or payment methods 2. The Consultation Process Under the Proposed Guidelines, (i) prior to the commencement of consultation, franchisors are required to notify their franchisees, with sufficient advance notice, of the details of the unfavorable modifications, including the reasons and grounds for such modifications, as well as the period, location, and method of the consultation. Considering that consultation involves multiple franchisees, (ii) the Proposed Guidelines allow both face-to-face and non-face-to-face consultation methods, but require franchisors to ensure that the chosen consultation method allows franchisees to comfortably express their opinions freely. In addition, if a franchisee requests the franchisor to provide materials or verify facts during the consultation process, the Proposed Guidelines require the franchisor to respond to the request and explain its stance and rationale regarding the franchisee’s views. The Proposed Guidelines also (c) require the franchisor, after completion of the consultation process, to provide all franchisees a detailed report on the outcome of the consultation. While, in principle, consultation should occur prior to any modifications, the Proposed Guidelines also allow consultation to take place after the modifications are made if prior consultation proves challenging due to justifiable reasons, such as significant risk of disclosing trade secrets. Further, while consultation should, in principle, involve all franchisees, the franchisor may instead consult with a representative franchisee association, provided that at least 70% of all franchisees consent to this approach. 3. Unacceptable Forms of Consultation The Proposed Guidelines also provide examples of modifications based on unacceptable forms of consultation. Form Examples Modifications without any consultation Specifying in the franchise agreement that “based on the business situation and the franchisor’s discretion, the transaction terms regarding mandatory purchase items and their prices may change in the future through a notification of such change,” and only notifying franchisees when modifying the transaction terms without conducting a separate consultation process. Modifications based on incomplete consultation process or consultation with an insufficient number of franchisees Conducting consultation at a regular workshop without informing the franchisees in advance that the franchisor intends to modify the transaction terms and consult franchisees on this matter during the workshop. Excluding certain franchisees from the consultation process even though there is no justifiable reason for their exclusion. Modifications carried out after consultation process is conducted merely as a formality, lacking real substance Holding an information session on the modification with little notice regarding the date, time and venue, effectively limiting participation in the session. Coercing or persuading franchisees to agree with the franchisor during consultations by implying that disagreement may lead to disadvantages (e.g., contract termination, denial of contract renewal). Modification that deviate from the results of the consultation Raising the supply price of an item by 6% when the agreement was to raise the supply price by 5%. [Korean Version]
2024.09.24

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Personal Information Protection Commission Announces Updated Principles and Plans Related to Consent With the enforcement on September 15, 2024 of Article 17, Paragraph (1) of the amended Enforcement Decree of the Personal Information Protection Act (the “PIPA”), listing the general principles when obtaining consent, the Personal Information Protection Commission (the “PIPC”) issued a press release on September 12, 2024, announcing that it plans to improve the current practice of obtaining mandatory consent for personal information processing in a phased manner (available in Korean, Link). In announcing the plan, the PIPC noted that the legislative intent behind the amendment of the PIPA in 2023 was to establish a culture of informed consent, while eliminating the need for mandatory consent, which was required as a mere formality for personal information processing in relation to contracts. The PIPC added that the amended Enforcement Decree of the PIPA, which took effect on September 15, 2024, sets forth the principles in obtaining consent, one of which is to ensure that data subjects should be able to freely decide whether to give consent. To this end, the PIPC provided some guidance on the cases where consent for personal information processing is required and the methods of obtaining consent as follows. 1. Processing of Personal Information Necessary for a Contract Does Not Require Consent A data controller may collect and use personal information, which is necessary in relation to a contract (e.g., a service use agreement), without the consent of the data subject. However, the data controller has the burden of proving that the relevant personal information is necessary information that can be processed without the data subject’s consent (Article 22, Paragraph (3) of the PIPA). The PIPC stated that requiring data subjects to give their consent for processing of personal information even if such personal information is necessary in relation to a contract could be in violation of the principles set forth in the provisions on the methods of obtaining consent (Article 22 of the PIPA and Article 17, Paragraph (1) of the Enforcement Decree of the PIPA). The PIPC then explained that going forward, it is therefore necessary to (i) exclude such information from the scope of personal information whose processing is subject to mandatory consent and instead (ii) disclose such information in the privacy policy separately from the items of personal information collected and used with consent. 2. Processing of Personal Information Not Related to a Contract Requires the Data Subject’s Freely Given Consent If a data controller collects and uses personal information that is not necessary for the performance of a contract, the data controller must clearly inform the data subject of the details of consent so that he/she is fully aware of such details and allow him/her to freely decide whether to give consent. The PIPC explained that restricting a data subject from freely deciding whether to give consent without any special circumstance when the relevant personal information is not necessary for the performance of a contract or failing to clearly notify the data subject of the details of consent may be in violation of the legal requirements for consent. 3. Processing of Sensitive Information or Unique Identification Information Requires Mandatory Consent if Necessary for the Provision of a Service If it is necessary to process sensitive information or unique identification information (other than resident registration numbers whose processing is still prohibited in principle) of a data subject for the performance of a contract or due to the nature of the service, the data controller must obtain separate mandatory consent for such processing as it does currently. However, if there is any applicable law permitting such processing without consent, consent is not required. If sensitive information or unique identification information is not necessary for the performance of a contract or provision of a service, the data controller may process such information by obtaining optional consent freely given by the data subject. 4. Provision of Personal Information to a Third Party If a data controller needs to provide the collected personal information in order to perform the data controller’s contract with the data subject, the data controller may notify the relevant details to, and obtain mandatory consent from, the data subject. However, if the personal information is provided to a third party to the extent reasonably related to the original purpose of collection and if such provision can be reasonably expected by the data subject (Article 17, Paragraph (4) of the PIPA and Article 14-2 of the Enforcement Decree of the PIPA), consent may be exempted. If personal information is provided to a third party beyond the scope of the original purpose of collection (Article 18 of the PIPA), separate consent from the data subject is required, but in this case, the data subject must be guaranteed the right to freely decide whether to give consent. The PIPC plans to publish the Consolidated Guidelines on Personal Information Processing (the “Guidelines”) by the end of this year and provide specific case examples. The Guidelines are expected to present in a comprehensive manner the compliance requirements at each stage of personal information processing (i.e., the principles of personal information protection, collection, use, provision, destruction, methods of obtaining consent and delegation, among others). As this is an important change that may have a direct impact on the current practices of requiring mandatory consent, it would be necessary to continue monitoring the relevant developments of the PIPC, including the content of the Guidelines. [Korean Version]
2024.09.13

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Amendments to the Korean Commercial Code Abolish Branch Registers and Specify Registration Requirements for Overseas Companies On August 12, 2024, the Korean Government proposed a set of amendments to the Korean Commercial Code (“KCC”) (Bill No. 2202753) aiming at the corporate registration system (the “Amendments”). The Amendments passed the plenary session at the National Assembly on August 28, 2024, and are scheduled to take effect on January 31, 2025, after undergoing the promulgation process. The Amendments introduce major changes to the existing corporate registration system, which involve abolishing the requirement to register the branch offices, simplifying the procedure for registering the relocation of a company’s principal office, and realigning the registration requirements for overseas companies. We summarize the key terms of the Amendments as follows. 1. Abolition of the Branch Register Requirement Under the current KCC, a company is required to register its branch office with the court register located at the branch office, separately from its principal office. The branch register was required to include details that were mandatorily required to be stated in the principal office register, unless an exception applied in the KCC (KCC, Articles 35 and 181). These requirements and practices raised the following issues: (1) There could be inconsistencies between the principal office register and the branch office register, which negatively affect the reliability of official corporate registers. (2) A separate branch register offers no practical benefit as most of the registered items in a branch office register can be found in the principal office register already. In addition, corporate registers are now available through a centralized and computerized system and anyone can retrieve or access a corporate register online through such system. Hence, the need for a separate branch register, with the court register at the branch office address no longer exists. The Amendments seek to abolish the branch register requirements by deleting Article 35 of the KCC, and amending other related articles. As a result, a company will no longer need to register the establishment of its branch office, or register various key decisions in connection with its branch office, such as the appointment of managers, dissolution, liquidation, merger or reorganization. 2. Simplification of the Procedure for Registering the Relocation of Principal Office Under Article 182 (1) of the current KCC, within two weeks of the company’s relocation of its principal office, the company must register the address of the new location and the relocation date at the register at the former location, as well as register the principal office at the register at the new location, as required under Article 180 of the KCC. Given that the identity of the company remains the same despite the relocation of its principal office, the aforesaid requirement has been criticized for potentially undermining the continuity of registration for the same company, when its existing registration records are required to be closed to open new registration records. To address this issue, the Amendments provide that when a company relocates its principal office, the new location and the relocation date shall be registered either at the previous location or the new location of the principal office within two weeks, and if a company relocates its branch office, the new location, and the relocation date shall be registered at the location of the principal office within two weeks. 3. Realignment of the Registration Requirements for Overseas Companies The current KCC has no provisions specifying the types of information required for registration for an overseas company, except to state that an overseas company establishing a business office to engage in business in the Republic of Korea shall make the same registration as that of a branch office of a Korea-incorporated company or a company of the most similar kind (Article 614 (2) and (3) of the KCC). In order to eliminate regulatory ambiguity and realign the regulatory framework following the abolition of the branch register requirement, the Amendments stipulate the matters requiring registration for an overseas company, along with the procedures for registering the relocation and changes of an overseas company’s business office. Accordingly, the business office of an overseas company is required to register the following matters: (i) the governing law of the establishment of the company; (ii) the name, address, resident registration number, etc., of the company’s representative in Korea; and (iii) general matters of the company (e.g., purpose of incorporation, trade name, personal information of the representative, regulations on co-representatives, location of the principal office and branch office, duration of the company’s existence or reasons for dissolution and method of public notice, etc.). Concurrently with the amendments to the KCC, the Commercial Registration Act has also been amended to allow companies to file applications for registration through a mobile app (Article 24 (1) 2 of the amended Commercial Registration Act). Accordingly, companies will be able to apply for registration by using a mobile device, in lieu of visiting the competent registry. The Amendments are anticipated to address the inconsistency between the registration of a company’s principal office and branch office, and the complicated branch registration procedure for a company with multiple branch offices, in addition to simplifying the procedure for registering the relocation of a company’s principal office. Further, as the Amendments clearly set out the registration requirements for overseas companies, the matters requiring registration will be applicable to the registration of changes concerning an existing overseas company’s branch office in Korea, as well as to the registration of establishment of a new overseas company’s branch office in Korea. For overseas companies with branch offices or subsidiaries in Korea, it would be advisable to pay attention to the regulatory changes made to the registration requirements following the Amended KCC when making management decisions and registrations. [Korean Version]
2024.09.10

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Recent Changes to the Korean Short Sale Rules Following the announcement of the “Proposed Improvement Measures for the Korean Short Sale Regime” (the “Proposed Measure on Short Sale Regime”) in June 2024 by the joint consultation group consisting of the Financial Services Commission (the “FSC”), the Financial Supervisory Service (the “FSS”), the Korea Exchange (the “KRX”) as well as the ruling party (Link), various stakeholders have prepared and developed concrete implementation measures. On August 12, 2024, the Korea Securities Depository (the “KSD”) announced proposed amendments to the “Regulation on Intermediation of Securities Lending and Borrowing Transactions” and subordinate regulation (the “Proposed KSD Regulation Amendments”). On August 21, the FSS released the guidelines for short sale internal controls and inventory management system in the form of an administrative guidance (the “Short Sale Internal Control and Systems Guidelines”) (Link). Finally, on August 28, the proposed amendments to the Financial Investment Services and Capital Markets Act (the “FSCMA Amendments”) containing, among other things, strengthened penalty for failure to prevent short sale breaches and market abuse conduct passed the National Policy Committee of the Korean National Assembly and are expected to become effective at the end of September or early October upon resolution at the plenary session of the National Assembly. Status of Proposed Improvement Measures 1. The FSCMA Amendments The key obligations and restrictions introduced under the proposed amendment to the FSCMA are as follows: Measures Details Obligations on investors and local brokers to prevent naked short sale ① Corporate investors* intending to short sell listed Korean securities are required to adopt and implement internal control standards and inventory management system. *Corporate investors that are subject to these requirements are as follows: Short sale internal control standards requirement: All corporate investors who intend to short sell listed Korean securities. Inventory management system requirement: Corporate investors who (i) for one day or more since January 1, 2023, have held a net short position balance in respect of a relevant listed Korean security exceeding 0.01 percent of all issued shares of relevant security or amounting to KRW 1 billion or more in notional amount, or (ii) plan to hold such net short position in the future. ② Brokers must check whether a corporate investor has adopted and implemented requisite short sale internal control standards and systems before accepting short sale orders from the corporate investor. Limitations on maximum term of securities borrowing which is executed for the purpose of short selling ① Securities lending and borrowing transactions executed for the purpose of placing covered short sell order must stipulate the term* of the borrowed securities. *Under the Proposed KSD Regulation Amendments, the term of the securities lending and borrowing transactions executed for short sale cannot exceed 90 days from the execution date, and while the term could be subsequently rolled over by the parties’ agreement, the total term cannot exceed 12 months. ② Agents, brokers and arrangers of the securities lending and borrowing transactions are required to ensure that the borrowers comply with the limits on terms by managing the borrowing transactions based on the purpose of transactions as notified by the borrower. Heavier penalties for unfair trading activities ① Similar to the case of other types of unfair trading activities, a person that has engaged in naked short sale would be subject to aggravated criminal penalty of imprisonment,* depending on the amount of profit generated or loss avoided from naked short sale. *The following aggravated penalties would apply: Amount of profit generated (or loss avoided) Aggravated penalty KRW 5 billion or more Minimum imprisonment of five years and up to life imprisonment KRW 500 million or more and less than 5 billion Minimum imprisonment of three years Less than KRW 500 million Minimum imprisonment of one year ② A person who commits insider trading, market manipulation, fraudulent trading or naked short sale may be subject to criminal fine of up to four to six times (increased from three to five times) the profit generated or loss avoided from relevant illegal conduct. ③ The FSC may prohibit a person who has engaged in certain prescribed unfair trading activities* from trading financial investment products for that person’s account or, for individuals, being appointed as an executive of a listed Korean company, in each case for up to five years. *The prescribed unfair trading activities are: (i) leakage or use of material information related to listed derivatives; (ii) insider trading; (iii) market manipulation; (iv) fraudulent unfair trading; (v) market disruption; (vi) naked short sale, and (vii) acquisition of securities in breach of prohibition imposed on short sellers. ④ If there is convincing evidence indicating that a person has committed one of the prescribed unfair trading activities and if there is convincing justification to determine that suspension of financial transaction is necessary, the FSC may instruct financial companies to suspend relevant trading account(s). Restrictions on acquisition of convertible bonds and bonds with warrant by short sellers ① In addition to the existing prohibition on participation of the rights offering by short sellers, the amendment will introduce prohibition on acquisition of convertible bonds and bonds with warrant by short sellers. 2. Short Sale Internal Control and Systems Guidelines With release of the Short Sale Internal Control and Systems Guidelines from August 21, 2024, the FSS also circulated a checklist intended for the Korean broker’s review of appropriateness of the investors’ short sale compliance system. Accordingly, all corporate investors who intend to engage in covered short sale involving listed Korean securities are required to implement the guideline for short sale internal controls and internal inventory management system as necessary and also obtain confirmation of regulatory compliance from their local securities brokers. Please refer to our newsletter from August 2024 (Link) for additional information. 3. Proposed Amendments to the KSD Regulations The Proposed KSD Regulation Amendments set forth limitations on the terms of securities lending and borrowing transactions related to covered short sell orders and clarifications regarding standards on recall of loaned securities, as summarized below. Measures Details Limitations on maximum term of the securities lending and borrowing transactions executed for the purpose of short sale The term of the securities lending and borrowing transactions executed by a borrower for the purpose of placing covered short sell order cannot exceed 90 days from the execution date of relevant transactions, provided that the final redemption date may be extended based on the parties’ agreement but even in such case the total term of relevant transactions must be less than 12 months. Clarification on recall processes of the loaned securities Under the existing KSD regulations, if a lender requests early redemption of the loaned securities before 12 p.m. on a given day, the borrower is required to return the securities within three business days from the date of the request (counting the date of request as the first business day, i.e., T+2). If a lender’s early redemption request was made on or after 12 p.m. on a given day, the borrower is required to return the securities within four business days from the date of the request (i.e., T+3). In the cases where a lender places a sell order for the loaned securities and makes an early redemption request on the same day but on or after 12 p.m., as the borrower is required to return the loaned securities by T+3 under the existing KSD regulations, there was a possibility that the loaned securities would not be returned in time for settlement, thereby creating a risk of settlement failure. To address such risk, the Proposed KSD Regulation Amendments allow the parties to agree otherwise, notwithstanding the early redemption timeline set forth therein, so that the borrower could be obligated to return the loaned securities by T+2 or earlier even when the lender makes an early redemption request on or after 12 p.m. on T. Inclusion of trading suspension as termination event of the securities borrowing transactions Under the Proposed KSD Regulation Amendments, in case the maturity of a securities lending and borrowing falls during the period of trading suspension, the maturity would be postponed until the trading suspension is lifted. Establishment of process for handling stock dividends The Proposed KSD Regulation Amendments provide that the lender and the borrower of an existing securities lending and borrowing transaction would be deemed to have entered into a securities lending and borrowing transaction with the same terms and conditions in respect of the stock dividends which are paid during the term of the existing securities borrowing transactions. In light of the new rules and processes which have been or will soon be implemented as explained above, the investors who intend to engage in short sale trades involving Korean listed securities (that is, after the lifting of the current short sale ban) and local securities brokers who facilitate such trades are advised to thoroughly review new rules and processes and make necessary preparations in advance. [Korean Version]
2024.09.05

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“Outstanding” in All Categories and 65 “Leading Lawyers”

Kim & Chang was named “Outstanding” in all 24 categories in the 2024 edition of asialaw, once again receiving the highest recognition across all surveyed categories. Moreover, 65 of our attorneys and patent attorneys were recognized as “Leading Lawyers.”
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Kim & Chang Ranked “Tier 1” in All Eight Practice Areas

Kim & Chang once again received “Tier 1” (top-tier) rankings in all areas surveyed for Korea in the 2024 edition of IFLR1000. Additionally, 54 of our attorneys were recognized as leading lawyers in their respective practice areas.
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151 Professionals Selected as “National Leaders”

In the 2024 edition of WWL: Korea, 151 professionals across 22 fields were selected as “National Leaders” in their respective fields. This year, our firm obtained the most listings out of all Korean law firms once again, demonstrating the expertise and extensive capabilities of our professionals.
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