Kwangjang Law Firm Launches Amended Commercial Act TF to Provide Customized Corporate Advisory Services

Composed of Over Ten Experts in Corporate Law and M&A
"Collaboration with the Management Rights Dispute Team... Providing One-Stop Solutions"

Since May of this year, Law Firm Kwangjang has formed a Task Force (TF) dedicated to the amended Commercial Act, focusing its advisory services on practical preparations such as procedural safeguards that companies should implement and the necessary supporting documentation. The firm also provides customized services by visiting individual companies directly.

Attorney Koo Daehun (left) and Attorney Kim Kyungcheon. Law Firm Kwangjang

The amended Commercial Act, which passed the National Assembly plenary session on July 3, is expected to bring both significant changes and uncertainties to corporate law practices and the capital market. In response, Kwangjang established the amended Commercial Act TF, respecting the legislative intent to protect the interests of general shareholders, while also recognizing the need for countermeasures that harmonize case law and practical considerations.

The amended Commercial Act TF is led by Attorney Koo Daehun (Judicial Research and Training Institute, Class 35) and Attorney Kim Kyungcheon (Class 35), and consists of about ten members. The team also includes Secretary Attorney Kim Taejung (Class 37), Research Fellow Kim Suyeon (Ph.D.), and other lawyers specializing in corporate law and M&A.

Attorney Koo Daehun and Attorney Kim Kyungcheon are experts who have provided counsel on corporate law, governance, and M&A for companies across various industries and for both domestic and international clients. Attorney Koo, who leads Kwangjang’s Corporate Advisory Group, also serves as an editorial board member for the BFL at Seoul National University’s Center for Financial Law. Attorney Kim is a member of the Management Rights Dispute Team, handling various shareholder disputes, including those involving minority shareholders. He is recognized for his expertise in governance and corporate law, having given presentations on directors’ fiduciary duties at seminars organized by the Korea Enterprises Federation.

The amended Commercial Act is expected to create practical confusion due to the lack of clear interpretative theories or guidelines regarding the duty of loyalty for shareholders. Companies that must make immediate decisions face uncertainty as to whether directors can make decisions freely without exposure to civil or criminal legal risks. Additionally, there are concerns about ambiguities in the interpretation of certain statutory provisions. The use of varied terms such as 'shareholder,' 'all shareholders,' and 'entire shareholders' in the amended law’s text could lead to interpretative confusion.

Drawing on extensive experience and know-how in advising large domestic corporations on governance, board operations, and shareholder meetings, the amended Commercial Act TF provides practical and realistic guidance. The TF actively monitors academic and practical discussions related to the amended Commercial Act and collects internal feedback through seminars and other channels. It formulates specific response strategies for each major issue to deliver precise solutions tailored to clients’ circumstances. The TF also distributes newsletters and organizes on-site seminars customized to each company’s situation in line with the law’s implementation.

Attorney Koo, co-head of the amended Commercial Act TF, stated, "It is expected that the National Assembly will further amend the Commercial Act in August, including the mandatory cumulative voting system and the expansion of separately elected audit committee members for large listed companies." He added, "In the long term, there will likely be more frequent demands for governance improvements by minority shareholders and activist funds, more attempts to appoint directors, and more management rights disputes, especially among major listed companies." He continued, "The amended Commercial Act TF will collaborate with the Management Rights Dispute Team to analyze areas for improvement in corporate governance and provide one-stop solutions to address management rights disputes and shareholder activism campaigns."

This content was produced with the assistance of AI translation services.