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FSC Announces Measures to Improve System for Internal Control and Monitoring Obligations of Representative Director, Board of Directors, and Officers of Financial Companies On November 29, 2022, the Financial Services Commission (“FSC”) unveiled the results of interim discussions that the “Task Force for Improvement of Internal Control System in the Financial Sector” (“Internal Control System Improvement T/F”) has had with respect to measures to ensure the effective operation of internal control, and announced its plan to improve the system in a way to strengthen the internal control responsibilities of the representative director, the board of directors, and officers of the financial companies. Even though all financial companies have an internal control system established and in operation pursuant to the Act on Corporate Governance of Financial Companies, the level of internal control varies greatly from company to company. In particular, concerns and reflections on internal control of the financial sector have recently been raised due to a series of financial incidents such as sales with misrepresentation and large-scale embezzlement. Accordingly, the FSC and the Financial Supervisory Service (“FSS”) have been seeking ways to improve the internal control system through the Internal Control System Improvement T/F. As a result, the FSC and the FSS announced that they had discussed the following three measures specifically intended to improve the internal control system, by concurring in the opinion that the most urgent task is to strengthen the ultimate responsibility for internal control assumed by the representative director, the board of directors, and relevant officers having control authority which significantly affects the organizational culture and performance. The FSC plans to impose the most comprehensive internal control management obligation on the representative director as the general manager of internal control, along with the obligation to take appropriate measures to prevent financial incidents. However, the scope of such responsibility will be limited to “serious financial incidents” that can have social repercussions or serious impacts on the soundness of consumers and financial companies. If the representative director has established a regulation or system that is reasonably expected to prevent and detect such financial incidents, and managed the relevant system to function properly, then he/she will be deemed to have faithfully fulfilled his/her obligation to take measures and will thus have the representative director’s responsibility reduced or exempted. The FSC plans to stipulate the board of directors’ obligations to monitor and supervise internal control activities, thereby requiring the board of directors of a financial company to supervise the management’s internal control management. More specifically, the board of directors will be granted the authority to supervise the representative director’s internal control management and require him/her to report the status of complying with the internal control-related obligations. With the perception that internal control is one organic “system,” the roles and responsibilities of each officer will be clarified so that all officers can fulfill their duties for internal control. Accordingly, officers will take the roles and responsibilities for preventing financial incidents other than “serious financial incidents”, and each officer will be required to be directly responsible for the management and supervision of internal control, instead of delegating or transferring his/her roles and responsibilities to any other person who is not an officer. The FSC stated that the purpose of this proposed improvement was to encourage financial companies to accept internal control as a management strategy and an organizational culture, not as a regulation. The FSC also stated that it would finalize the details of the improvement and come up with proposals for amendment of relevant laws and regulations after the Internal Control System Improvement T/F’s review of legal aspects and collection of opinions from the industry. Even regarding the non-financial companies, the Korean Supreme Court’s precedents have consistently emphasized the directors’ obligations to monitor internal control and expand/operate a reasonable information reporting and internal control system (Link). Recently, in Japan, the first instance court rendered a decision in the shareholders’ derivative lawsuit against the management of Tokyo Electric Power Company with respect to the Fukushima nuclear accident, ordering the former management to pay a significant amount of compensatory damages (JPY 13.321 trillion (equivalent to around KRW 126.9 trillion)) to the company for breaching their obligation to control and monitor the safety of the nuclear power plants (Link). In future disputes over a non-financial company’s liability for damages arising from its directors’ breach of obligations, courts may refer to the aforementioned cases and policies regarding the directors’ obligations intended to comply with internal control requirements when interpreting the relevant case in the context of the Commercial Code, etc. Further, as there have been a number of instances where the directives under the Act on Corporate Governance of Financial Companies, such as the separate election of directors for audit committee members, were subsequently introduced to the Commercial Code and applied to general, non-financial listed companies, it is vital to keep a close eye on the possibility that the foregoing measures to strengthen the internal control and monitoring obligations of a financial company’s directors may be extended to general, non-financial companies through the enactment thereof. [Korean Version]
2022.12.13

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Legislative Notice of Proposed Amendment to the Civil Act to Introduce the Digital Content Contract Act On December 1, 2022, the Ministry of Justice of Korea (the “MOJ”) announced a proposed amendment to the Civil Act to introduce the Digital Content Contract Act, which will regulate transactions involving digital content and related services. The proposed amendment is prepared with reference to the “EU Directive 2019/770 on certain aspects concerning contracts for the supply of digital content and digital services,” which was introduced by the European Union in May 2019. The proposed amendment aims to enhance user protection by regulating contracts for digital content and related services, with features distinguished from general purchase contracts. The provisions in the proposed amendment are of discretionary nature. Accordingly, when passed, the proposed amendment would not immediately apply to the service providers that have already entered into contracts (e.g., terms and conditions, or terms of use) with users. Nevertheless, the provisions in the proposed amendment may still be considered in the regulatory authorities’ review of standardized contracts or enforcement of laws and regulations and serve as the guiding principle/standard by the court or competent authorities when resolving disputes between service providers and users. In its press release on the proposed amendment dated December 1, 2022, the MOJ also explained that the proposed amendment is intended to address the concerns that “the terms of use of service providers are too broad in scope or vary widely from one to another” and that “the terms and conditions primarily reflect the service providers’ position, and therefore insufficient to protect users.” The MOJ will reportedly finalize the proposed amendment based on the public comments collected during the public comment period and submit it to the National Assembly in early 2023. The public comment period for the proposed amendment ends on January 10, 2023. We will need to continue monitoring the relevant developments. Key details of the proposed amendment are as follows. 1. Establishing the Concept of “Contract for Provision of Digital Products” (newly inserted as Article 733-2) In adding “digital product supply contract” as one of the contracts regulated under the Civil Act, the proposed amendment defines the term as “an agreement under which one party provides the other party with content (digital content) produced and supplied in digital form or services related to the production, processing, storage, distribution of, and access to, such content (digital services) (collectively, “digital products”), and the other party provides consideration in return for the use thereof.” Although the scope of products and services subject to the proposed amendment is unclear, based on the above definition, it would be reasonable to interpret that the proposed amendment applies not only to the typical content such as video products, webtoons, e-books, games, music sources, and services related thereto, but also to app markets, cloud services, social media services, etc. In addition, it could be viewed that because the proposed amendment uses the concept of “consideration” rather than “fee,” it may apply also to cases where personal information, rather than payment of money such as subscription fees, is provided in return for the use of digital products. Moreover, as the proposed amendment does not limit users of digital products to individuals, it would also be prudent for B2B service providers to review the proposed amendment. 2. Imposing Obligation to Provide Quality Digital Products and Maintain Quality (newly inserted as Article 733-3) Providers of digital products (“providers”) are obligated to provide quality digital products and maintain the quality as follows. ① Providers shall provide digital products with “functions and quality that are reasonably expected of such products in terms of contractual or trade norms.” ② Even after providing digital products to users, providers shall take reasonable supplementary measures necessary to maintain the above functions and quality (a) for the provision period if the digital product is to be supplied on an ongoing basis or (b) taking into account the nature, purpose, etc. of the digital product, a substantial period if the digital product is to be supplied on a one-time basis. Because the scope of “functions and quality that are reasonably expected” of digital products is open to different interpretations, the resulting ambiguity and uncertainty may cause difficulties in the provision of services in practice in line with the amendment. The MOJ also expressed its position that “the level of functions and quality that are reasonably expected will be more clearly specified going forward based on court precedents, trade practices, etc.” For reference, “gacha games, which provide false probability information and manipulate probability” are presented as an example of content with quality that falls short of such expectation in the MOJ’s information material dated December 16, 2022. Furthermore, “substantial period” and “reasonable supplementary measures” in item (ii) above are also not clearly defined and thus open to different interpretations, which may increase the burden on the providers with respect to user complaints, disputes, investigations by the regulatory authorities, etc. The same goes with the defect warranty liability provisions discussed in section three below. 3. Establishing Separate Defect Warranty Liability Provisions for Digital Products (newly inserted as Article 733-4) The proposed amendment recognizes users’ claims against providers regarding a defect in digital products. In addition, the proposed amendment extends the defect warranty liability period, which is currently up to one year under the Civil Act, to two years. ① If there is any defect in digital products, the user may claim correction thereof. ② If the provider refuses to correct the defect without any justifiable reason, or if the correction of the defect is excessively costly, or if the correction cannot be reasonably expected, the user may claim reduction of the price or cancellation or termination of the contract (provided, however, that if the defect is not material, the user may only claim reduction of the price). Under the current law, providers are obligated to grant users the right to cancel their purchase under the Act on the Consumer Protection in Electronic Commerce and are recommended to take necessary measures in response to user complaints under the Consumer Dispute Resolution Guidelines of the Korea Fair Trade Commission. We understand the proposed amendment as an attempt to prescribe providers’ legal liability that may be claimed based on digital products’ “function” and “quality,” which are rather abstract concepts. Considering that the scope of the obligation to provide quality digital products and maintain the quality may be broadly interpreted and applied as explained in section two above, there is an increased likelihood of providers being held liable for defect warranty for failure to perform such obligation. More importantly, as a defect warranty liability claim does not require the user to prove the provider’s willfulness or negligence, providers may have a greater difficulty in responding to disputes with users. Many service providers already have provisions on liability exemption in their terms and conditions, but given the potential increased liability for defects, they may consider updating their terms and conditions to expand the scope of such exemption. However, depending on the scope and degree of the exemption, such liability exemption provision may be judged to be invalid or subject to correction under the Standardized Contract Regulation Act (the “SCRA”). Therefore, the existing liability exemption provisions, or any revisions thereof, may not be sufficient in terms of effectively mitigating the potential risks associated with liability for defects under the proposed amendment. 4. Regulating Legal Relation between Parties after Termination of Contract (newly inserted as Article 733-5) The proposed amendment imposes the following restrictions on both users and providers after the termination of the contract. ① Users are not allowed to continue to use or provide the digital products to third parties after the termination of the contract. ② Providers are no longer allowed to use the content created by users while they were using the digital products after the termination of the contract; provided, however, that providers may continue to use the content if (a) the user consents to the provider’s use of his/her content even after the termination of the contract, or (b) the provider or any other third party has legitimate interest in the use of the content. We view that item (i) above would be particularly applicable for contracts for provision of video products, music sources, software services, etc. that are “non-exclusive, easily reproduced and used after the fact” as mentioned in the “Statement of Reason for Amendment by Each Provision,” rather than for services that restrict access upon cancellation of membership. Meanwhile, item (ii) is expected to have more direct impact on services where User-Generated Content (“UGC”) is created rather than one-way digital content and services. 5. Regulating Provider’s Right to Change Digital Product under Ongoing Provision Contract (newly inserted as Article 733-6) Under the proposed amendment, a provider offering services based on an ongoing provision contract may exercise its right to change the digital product only if all of the following requirements are met. However, even if all of the following requirements are met, a user can terminate the contract within a substantial period if his/her interest in using the digital product is infringed due to the change of the product. ① The provider shall have reserved the right to change at the time of entering into the contract. ② There shall be reasonable grounds for changing the digital product, such as when it becomes difficult to achieve the purpose of the product or when the interest of either party is unfairly infringed unless the digital product is changed. ③ Prior to changing the product, the provider shall notify its users of the purpose and details of such change in advance, with a substantial time interval. The SCRA invalidates a “provision that grants a service provider the right to unilaterally determine or change the details of benefits without any substantial reason.” Meanwhile, the proposed amendment sets itself apart from the SCRA in that it regulates the change of products itself and requires that there be reasonable grounds for such change, e.g., it becomes difficult to achieve the purpose or the interest of either party is unfairly infringed. While there are various elements that constitute digital products (e.g., image quality, revenue structure, ancillary functions, scope of content sharing, and content library), the scope of “change of digital products” subject to the proposed amendment is unclear at this stage. It also remains ambiguous what cases could constitute “infringement upon interest in using the digital product,” which is the condition for users to exercise their right to terminate the contract. We view that such ambiguity may lead to increased termination claims by users and related disputes over whether the provider has duly changed its digital product.
2023.01.09

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Proposed Amendment to PIPA Passed by the National Policy Committee of the National Assembly On December 5, 2022, the National Policy Committee of the National Assembly passed a bill (the “Proposed Amendment”) to amend the Personal Information Protection Act (“PIPA”). The Proposed Amendment will go to the Legislation and Judiciary Committee of the National Assembly for its review of the structure and language and then will be submitted to the plenary session of the National Assembly for final voting. We currently expect the Proposed Amendment to be passed into law within this year. The Proposed Amendment, which combines and consolidates most of the PIPA amendment bills submitted to the National Assembly so far, includes (i) expansion of data subject’s rights, such as data portability and the right to refuse, or request explanation on, automated decision-making, (ii) integration of separate PIPA provisions applicable to online service providers into the general PIPA provisions applicable to ordinary data controllers, and (iii) replacing criminal sanctions for certain violations of the PIPA with economic sanctions in the form of administrative penalties and fines, but with an upward adjustment in the penalty and fine base (from “relevant revenue” to “total revenue”). We summarize the key aspects of the Proposed Amendment below. Strengthening the rights of data subjects To provide data subjects greater control over their personal information, the Proposed Amendment introduces the right of data subjects to request transmission of their own personal information to themselves or to a third party. The scope of data controllers subject to the transmission obligation will be determined in the Enforcement Decree. If transmission is made to a third party, the third party receiving the transmitted information must take security measures to safeguard such information and meet certain facility and technology standards to be set in the Enforcement Decree (Article 35-2). The Proposed Amendment also introduces the right of data subjects to refuse or request an explanation of decisions made through the processing of personal information via a fully automated system (including systems applying artificial intelligence technology), if such automated decision significantly affects the rights or obligations of the data subject. If a data subject invokes this right, the data controller must not render an automated decision or give effect to an already rendered automated decision or take necessary measures, such as having a human being re-process the personal information, absent justifiable reasons (Article 37-2). Unifying legal rules for data controllers and online service providers The Proposed Amendment unifies the current bifurcated rules for “data controllers” and “online service providers” by deleting the special provisions that overlap with the general provisions applicable to data controllers, while moving the special provisions that apply only to online service providers to the general provision section. This will mean that going forward, the current statutory provisions applicable to data controllers will also apply to online service providers, while data controllers will become subject to certain new obligations that previously only applied to online service providers (e.g., notification of details of personal information use and designation of domestic agents). In addition, the current obligation on the online service providers to delete or segregate dormant user information will be abolished due to significant negative feedback from the industry about inconveniences caused to the users and the online service providers. Transition from criminal sanctions to economic sanctions The Proposed Amendment substitutes criminal sanctions for certain violations of PIPA (e.g., failure to obtain consent for collection and use of personal information, failure to destroy personal information, data breaches due to failure to take data protection measures) with economic sanctions in the form of administrative penalties and fines, but with an upward adjustment in the base amount from the amount of the data controller’s “revenue specifically related to the violation” to the “total revenue” of the data controller (Article 64-2, Paragraph (1)). However, to ensure that the amount of the penalty is proportionate to the severity of the corresponding violation, the Proposed Amendment provides that “revenue unrelated to the violation be excluded from the total revenue [of the data controller]” in actually calculating the amount of the administrative fine (Article 64-2, Paragraph (2)). Others Revision of requirements for processing personal information: The Proposed Amendment expands the bases on which personal information may be processed without consent from data subjects - for example, by allowing the use and provision of personal information without the consent of the data subject if “necessary to take certain measures requested by the data subject” in the course of performing or entering into an agreement with the data subject, or if it is clearly necessary for immediate protection of the life, body, or property of the data subject or a third party (even if obtaining prior consent from the data subject is possible). Obligation to notify possibility of disclosure of sensitive information: The Proposed Amendment requires a data controller to give to a data subject prior notice of the possibility of disclosure of sensitive information and the method of electing non-disclosure if the information disclosed during the course of the data controller’s supply of goods or services may include the data subject’s sensitive information and such disclosure may infringe the data subject’s privacy (Article 23, Paragraph (3)). Establishment of regulations on the operation of mobile visual data processing devices: The Proposed Amendment establishes standards for the installation and operation of mobile visual data processing devices, such as drones and autonomous vehicles. In particular, filming a person or an object related to a person at a public place using a mobile visual data processing device for work purposes is prohibited in principle, but such filming would be permitted in certain cases - for example, if the data subject does not expressly refuse to be filmed despite a clear indication of filiming by lights, sound, signboards, which are sufficient to inform the data subject of the filming (Article 25-2). Additional bases for overseas transfer of personal information and establishment of the right to order suspension of such transfer: In addition to situations where the data controller has obtained consent from data subjects, the Proposed Amendment adds other bases for overseas transfer of personal information, such as transfer of personal information to a country or international organization recognized by the Personal Information Protection Commission (“PIPC”) as offering an adequate level of protection (Article 28-8). Further, the Proposed Amendment gives the PIPC the authority to issue an order to suspend overseas transfer of personal information if a data subject has suffered, or is highly likely to suffer, damages (Article 28-9). Increased PIPC oversight of privacy policies: The Proposed Amendment allows the PIPC to recommend improvements to the privacy policy of data controllers (Article 30-2, Paragraph 1). A data controller must make good-faith efforts to implement the recommendations and report the results to the PIPC. The PIPC may also publicly announce the details and results of such recommendation (Article 61, Paragraph (2) and Article 66, Paragraph (1) of the PIPA). Increase in the maximum punitive damages amount: The current law introduced a “punitive damages system” in July 2015, allowing courts to set the compensation for damages to an amount that does not exceed three times the amount of the actual damages incurred by the data subject due to willful misconduct or gross negligence of the data controller. The Proposed Amendment raises this amount from three times to five times the amount of actual damages incurred by the data subject (Article 39, Paragraph (3)). Expansion of the mandatory scope of participation in dispute mediation: The Proposed Amendment requires not only public institutions but also private data controllers to submit to dispute mediation (Article 43, Paragraph (3)) and grants the Dispute Mediation Committee the right to conduct fact-finding investigations, thereby prohibiting data controllers from refusing the Dispute Mediation Committee access to its premises or materials (Article 45, Paragraph (2)). If the Proposed Amendment passes the plenary session of the National Assembly, it will take effect six months after the promulgation by the President, except that the right to refuse or request explanation on fully automated decisions will take effect one year after the promulgation, and the right to request the transmission of personal information will take effect as of the date prescribed in the Enforcement Decree, at least one year after the date of promulgation but no later than two years after the promulgation. Although there are still a number of procedures left until passage into a law, we understand that the PIPC still expects the Proposed Amendment to be passed before the year-end. Companies are advised to closely monitor the progress of the Proposed Amendment given the significant changes contemplated by the Proposed Amendment. [Korean Version]
2022.12.08

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Recent updates on Korean Short Sale Rules Recent Updates on Short Sale Rules As summarized in our previous newsletter (link), the amendment to the Financial Investment Services and Capital Markets Act (the “FSCMA”) aimed to strengthen short sale regulations became effective on April 6, 2021. Under the amended FSCMA which newly introduced criminal penalties and administrative fines for illegal short sale, any party which engages in, entrusts or accepts entrustment of short sale of listed securities in breach of applicable regulatory requirements may be subject to imprisonment of one year or longer period or a criminal fine equivalent to three to five times the amount of profit earned from the breach. In addition, the Financial Services Commission (the “FSC”) may impose an administrative penalty ranging up to the amount of the relevant short sale order. The authorities are likely to seek to impose criminal penalties for intentional breaches while seeking to impose administrative penalties for breaches arising from negligence. In this regard, we note that the administrative penalty amount under the amended FSCMA, which may range up to the applicable short sale amount, may be significantly higher than the amount of administrative fine that could be imposed for short sale rule breaches under the prior law (i.e., breaches occurring prior to April 6, 2021), which were capped at KRW 100 million per breach. With the introduction of FSCMA provisions for imposition of criminal penalties and administrative penalties for breaches of the short sale rules, the preexisting FSCMA provisions on the imposition of administrative fine for short sale breach have been removed. On November 1, 2022, the Securities and Futures Commission (the “SFC”) reviewed and imposed administrative fines for certain short sale breach cases that occurred prior to April 6, 2021, pursuant to the FSCMA provisions in effect prior to that date. We understand that to date no disposition has been rendered for breaches of the short sale rules occurring on or after April 6, 2021, although the regulators continue to investigate breaches potentially subject to the strengthened penalties under the amended FSCMA. We therefore expect the SFC to deliberate and impose administrative penalties for short sale violations in the near future pursuant to the amended FSCMA provisions now in effect. The Short Sale Investigation Team at the Financial Supervisory Service (the “FSS”) newly established this year is currently leading the FSS′s efforts to investigate unfair trade practices relating to short sale, gathering information related to short sale, and closely examining those transactions involving local brokers and investors that participated in large volume short sale trades for potential regulatory breaches. It appears that the Short Sale Investigation Team at the FSS is looking not only into naked short sales but also unfair trade practices related to short sales as well as short sales linked to block trades (for example, short sale trades conducted during the book-building phase of block trades). The regulators have also indicated that they will consider publicly disclosing the names of the entities found to have engaged in illegal short sale. Amendment to the Financial Investment Business Regulation Relating to Short Sale On November 9, 2022, the proposed amendments to the provisions in the Financial Investment Business Regulation relating to short sale, which were previously announced as explained in our newsletters in July and October (link), took effect. The purpose of the amendment is to set forth the necessary measures in accordance with the measures jointly announced by the relevant government agencies on July 28, 2022 to strengthen the detection and punishment of illegal short sales and to improve the short sale regime. The amendment stipulates (i) reduction of the collateral ratio for retail investors′ short sale trades (from 140% to 120%), (ii) the obligation to report detailed information on relevant balance of stock lending and borrowing, and (iii) the obligation to file a report to the financial authorities regarding the long-term stock borrowing (over 90 days). Based on the foregoing and in light of the strengthened short sale regulations, we anticipate that the regulatory agencies will maintain a restrictive view on short sale rule breaches and may try to impose significantly larger administrative penalties for short sale breaches going forward. Therefore, investors are advised to be fully aware of the recent amendments to the rules and regulations on short sales, and to enhance their compliance systems and controls to prevent the risk and occurrence of short sale violations.
2022.11.29

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Revisiting the Use of Subcontracted Workers in Korea (Part 1) The Korean Supreme Court issued a decision on October 27, 2022 concerning the use of subcontracted workers at Hyundai Motor Company (“HMC”). This case addressed, among other things, HMC’s use of subcontracted workers who performed logistics tasks for HMC yet were the employees of “Tier 2” vendors (i.e., subcontractors of “Tier 1” vendors, which in turn are subcontractors of HMC). The above Supreme Court decision may be regarded as significant since it is a leading case concerning unlawful subcontracting arrangements (which are commonly referred to in Korea as “illegal worker dispatch”) and expected to have a significant impact on other illegal worker dispatch cases going forward. In particular, the HMC decision is the first decision rendered by the Supreme Court on such case in approximately eight years, which indicates the desire of the Supreme Court to provide updated guidance on the illegal worker dispatch issue at this juncture. Accordingly, we view that it is an opportune moment for multinational companies with operations in Korea to revisit the use of subcontracted workers. We are of the view that having a fresh look at the relevant legal issues and considerations - from the perspective of how the companies can manage their workforce needs in Korea in a flexible and cost-efficient manner despite the challenging economic environment - in connection with the use of the subcontracted workers with input from the relevant constituent parts of the company’s organization (including business, HR and legal) can be helpful to mitigate potential risks and enhance compliance going forward. In this regard, we have prepared a three-part series of newsletters addressing the use of subcontracted workers in Korea as follows: Part 1 of 3 : key aspects of the Korean legal system in relation to the use of subcontracted workers Part 2 of 3 : key issues and considerations facing the manufacturing sector in connection with the use of subcontracted workers Part 3 of 3 : key issues and considerations facing the non-manufacturing sector in connection with the use of subcontracted workers This newsletter comprises Part 1 of the three-part series. Please refer to the attached Q&A file for more information.
2022.11.25

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