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Protecting Shareholders and Preventing ISD Litigation Risks During Mergers and Divisions

Strengthening Shareholder Protection and Electronic Shareholder Meetings
New Visas to Attract Global Talent and Support Regional Growth
Crackdown on Unfair Trading and Corporate Crime in Capital Markets
Enhanced Measures Against Technology Leakage and Investment Disputes
Tougher Penalties for Weapons Offenses and International Cooperation on Cybercrime

Protecting Shareholders and Preventing ISD Litigation Risks During Mergers and Divisions [Image source = Yonhap News]

On the 13th, the Ministry of Justice announced in its work plan that it will revise the Capital Markets Act to explicitly mandate the protection of shareholders' legitimate interests during organizational restructuring such as mergers and splits. It will also promote amendments to the Commercial Act aimed at introducing electronic shareholder meetings to activate shareholder meetings so that the opinions of minority shareholders can be reflected.


To attract outstanding foreign talent, the Ministry will establish the 'Top-Tier Visa' and the 'Youth Dream Visa.' The Top-Tier Visa is tailored for overseas experts in cutting-edge fields such as artificial intelligence (AI), quantum technology, and aerospace. The Youth Dream Visa is a program that provides young people from countries that participated in the Korean War and major economic cooperation countries with opportunities for Korean language and culture training as well as employment activities.


Reflecting the manpower demands of the business community and local governments, the 'Visa and Stay Policy Proposal System' will also be fully implemented. To revitalize regional economies, a pilot operation of a metropolitan-type visa will be conducted. The Ministry of Justice stated, “We will improve the system to support Korea’s economic growth and social structural changes.”


Surveillance of unfair trading practices in the capital market will also be strengthened. The Ministry of Justice plans to actively enforce the system that restricts individuals with a history of unfair trading practices in the capital market from becoming executives of listed companies, in cooperation with the Financial Services Commission. The Fair Trade Investigation Division of the Seoul Central District Prosecutors’ Office and the National Finance Crime Joint Investigation Unit of the Seoul Northern District Prosecutors’ Office will thoroughly crack down on corporate bid rigging, subsidy misuse, and tax evasion crimes.


Additionally, to strengthen investigative capabilities against technology leakage crimes, the Ministry will increase specialized investigative personnel. In cooperation with the Ministry of SMEs and Startups, the Ministry of Justice will provide remedies through linking technology dispute mediation and fast-track investigations of technology leakage crimes. The Ministry also stated that it will promptly form a dispute response team with related ministries to diagnose and prevent international investment dispute (ISDS) risks in advance. The Ministry of Justice said, “We will directly conduct international litigation and provide legal advice in legal disputes involving small and medium enterprises to prevent the outflow of national wealth.”


Furthermore, the Ministry of Justice plans to newly establish crimes related to carrying weapons in public places and public intimidation. It also intends to join the Budapest Cybercrime Convention to build an international cooperation system. Drug control will be strengthened through the Ministry of Justice’s 'Special Investigation Headquarters for Drug Crimes' and the prosecution’s 'Dark Web Specialized Investigation Team.'


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