[Law Firm Now] Yulchon Publishes "2025 Revised Commercial Act Commentary and Practical Guide"

The First Practical Guide for Executives and Practitioners
Offering Solutions to Ease "Management Uncertainty"
Co-authored by Members of Yulchon LLC’s Corporate Governance Center

Yulchon LLC Corporate Governance Center published "2025 Revised Commercial Act Commentary and Practical Guide." Yulchon LLC

Yulchon LLC (Managing Partner Kang Seokhoon) has published a revised Commercial Act commentary for corporate executives and practitioners.

On September 8, Yulchon LLC announced that members of its Corporate Governance Center have published the practical commentary, "2025 Revised Commercial Act Commentary and Practical Guide."

This guidebook comprehensively covers the latest amendments, including the "duty of loyalty to shareholders" that took effect on July 22, the "mandatory cumulative voting system," and the "expanded separate election of audit committee members," both of which passed the Cabinet meeting on September 2. Alongside interpretations of the main points of the revised Commercial Act, it offers practical response strategies to help minimize confusion in the corporate field.

Despite the positive intentions of the consecutive Commercial Act amendments in 2025-such as protecting minority shareholders and resolving the "Korea Discount"-they have brought significant uncertainty to companies. In particular, even though the criteria for interpreting the "duty of loyalty to shareholders," which applies to all directors of stock companies, remain unclear, some shareholders are already demanding compliance from companies.

This new publication was written to provide standards that allow companies to continue their management activities more safely in such circumstances. Considering the ongoing debates in academia and the market regarding the revised Commercial Act, Yulchon LLC explained that it has minimized complex academic theories and case listings, instead focusing on practical commentary and concrete measures for practitioners.

The authors include Oh Yongseok, Advisor at Yulchon LLC Corporate Governance Center, as well as Attorneys Moon Sung and Seo Kyunghee, and Senior Advisors Yoon Yehoon and Jung Hanwook.

The authors stated, "Corporate management activities cannot come to a halt, but we find ourselves in a 'vacuum' with no precedents or guidelines to refer to. While there may be no perfect solution to prevent all risks, we aimed to provide realistic and safe guidance for executives and practitioners who must make decisions today."

They added, "Since discussions on the Commercial Act are still ongoing, we plan to continuously update the book to reflect future government guidelines and new precedents. We will strive to establish this as a living guidebook that companies can keep at hand and consult regularly amid a changing regulatory environment."

Meanwhile, Yulchon LLC will host a seminar titled "Major Changes in General Shareholders’ Meetings Brought by the Commercial Act Amendments - Rule, Role, Reform" on September 11, together with experts well-versed in general shareholders’ meeting practices.

This seminar will cover key corporate governance issues that are expected to undergo significant changes due to recent Commercial Act amendments, including: ▲ Expected issues and corporate response strategies for the 2026 general shareholders’ meetings ▲ The National Pension Service’s exercise of voting rights and future tasks ▲ The digital transformation of general shareholders’ meetings and communication strategies.

The seminar, which will open with welcoming remarks from Oh Yongseok, Head of Yulchon LLC’s Corporate Governance Center, will be held across four sessions.

In the first session, Attorney Moon Sung from Yulchon LLC will present on "Expected Issues and Corporate Response Strategies for the 2026 General Shareholders’ Meetings." In the second session, Won Jonghyun, Chair of the National Pension Fund Stewardship Responsibility Committee, will speak on "The National Pension Service’s Exercise of Voting Rights and Future Tasks."

In the third session, Lim Sungcheol, CEO of Beside Korea, will present on "Digital Transformation of General Shareholders’ Meetings - How Shareholder Platforms Are Changing the Voting Rights Environment and Response Strategies." In the fourth session, Choi Seungho, CEO of FleishmanHillard Korea, will present on "Communication Strategies for General Shareholders’ Meetings."

Afterwards, there will be a discussion and Q&A session moderated by Choi Junyoung, Senior Advisor at Yulchon LLC.