Chapter 1 Background and Issues of the Commercial Act Amendment
I.
Background for the Commercial Act Amendment
II.
Key contents of the revised Commercial Act and resulting changes

Chapter 2 Directors' Duty of Loyalty to Shareholders
I.
Expansion of the duty of loyalty
II.
Breach of shareholder loyalty obligations
III.
Risk and Defense Strategies
IV.
Ensuring the legitimacy of the board of directors
V.
Q&A

Chapter 3 Shareholder Fiduciary Duty and Directors' Responsibilities
I.
The Relationship Between Shareholder Loyalty and the Business Judgment Principle
II.
The Relationship Between Shareholder Duty of Loyalty and Breach of Trust
III.
Q&A

Chapter 4 Changes in the Governance Structure of Listed Companies - Board of Directors and General Shareholders' Meetings
I.
Change of title from outside director to independent director
II.
Expansion of voting restrictions on the appointment of audit committee members (3% rule)
III.
Increase the number of separately elected audit committee members
IV.
Mandatory cumulative voting system
V.
Introduction and mandatory implementation of electronic general shareholders' meetings for listed companies
VI.
Q&A

Chapter 5 Future Legislative Outlook
I.
Mandatory cancellation of treasury stock
II.
Amendment bill pending in the National Assembly

Chapter 6: Response Strategies and Key Checklists
I.
Standards for response strategies
II.
Key Checklist

Chapter 7 Communication with Shareholders
I.
Paradigm Shift Brought About by the Revised Commercial Act
II.
Understanding the National Pension

Appendix: Comparison of the New and Old Revised Commercial Act and Regulations and Guidelines Related to the Korea Exchange and National Pension Service
Appendix 1.
Comparison table of the old and new revised Commercial Act
Appendix 2.
Key Contents of the Korea Exchange Corporate Governance Report Guidelines
Appendix 3.
National Pension Fund Management Guidelines - National Pension Fund Investment Policy - (Effective Date: 2025.
1. 1.)
Appendix 4.
Guidelines on National Pension Fund Trustee Responsibility Activities (Enforcement Date 2025.
3. 1.)
Appendix 5.
National Pension Fund Responsible Investment Direction Explanation Regarding the Composition and Operation of the Board of Directors
(2021.
12.
3. Fund Committee Report)
Appendix 6.
National Pension Fund Domestic Stock Active Shareholder Activity Guidelines (2019.
12.
27.)

introduction

2025.
7. 3.
The amendment to the Commercial Act (“1st Amendment to the Commercial Act”), which includes the duty of loyalty of shareholders (Article 382-3 of the Commercial Act), which states that “Directors must faithfully perform their duties for the company and shareholders” and “Directors must protect the interests of all shareholders and treat the interests of all shareholders fairly in the course of performing their duties,” has passed the National Assembly, and Article 382-3 of the Commercial Act shall be promulgated on the 7th.
It has been implemented since the 22nd.
2025 in a row.
8.25.
The amendment to the Commercial Act (“Second Amendment to the Commercial Act”), which mandates a cumulative voting system for some listed companies and increases the number of separate elections for audit committee members, passed the National Assembly in 2025.
9. 2.
It was decided at the State Council meeting.
Additionally, revisions to the bill related to the burning of treasury stocks are expected in the September regular session of the National Assembly.


The purpose of the revised Commercial Act is to reflect the voices of minority shareholders, thereby increasing the accountability and transparency of the board of directors and ultimately enhancing corporate value.
However, despite the legal liability that directors bear for breaching their duties based on abstract criteria such as faithfully fulfilling their duties for shareholders, protecting the interests of all shareholders, and treating the interests of all shareholders fairly, the standards for how to interpret these are unclear.
Immediately after the first amendment to the Commercial Act went into effect, minority shareholders and activist funds began sending out shareholder letters, filing injunctions, and filing lawsuits.
Despite concerns about the resulting decline in management decision-making, there are currently no guidelines for companies to refer to.
In addition, the revised Commercial Act stipulates several systems that will bring about significant changes to the governance structure of listed companies.

This book addresses the questions faced by corporate executives and staff (legal teams, finance/IR, governance, board secretariats, compliance support departments, etc.) at the center of the confusion caused by the revised Commercial Act. Rather than delving into a variety of opinions and in-depth discussions, it focuses on key issues that must be immediately examined and addressed in practice.
In this process, academic discussions and detailed case law commentary were inevitably abbreviated and omitted.
This book was written by referencing papers, presentations, and other materials from researchers who have been studying commercial law and capital market law for a long period of time, and by drawing on the work experience of members of Yulchon LLC.
I would like to express my deepest gratitude to the many researchers and practitioners who have provided me with valuable teachings and insights through their in-depth research and presentations.


(...syncopation...)

2025.
9.
Moon Seong, Seo Kyung-hee, Oh Yong-seok, Yoon Yeo-hoon, and Jeong Han-wook