On July 24, DR & AJU and AJU Research Institute of Corporate Management held a seminar titled “Key Takeaways of the Amended Commercial Act and Corporate Response Strategies.” The seminar examined the key amendments to the Commercial Act, which were promulgated and enforced on July 22, with particular focus on Article 392-3 (Duty of Loyalty for Directors). It also featured an in-depth discussion on the changing corporate environment and practical response strategies. The event attracted significant interest, drawing approximately 150 participants, both in person and online via Zoom, including corporate officials and journalists. 

In the first session, DR & AJU’s Partners delivered presentations on key legal issues arising from the amended Commercial Act and proposed corporate response strategies.
Addressing the application of the 3% rule in appointing outside directors who also serve as audit committee members, Partner Sung Ryul KIM stated, “Several measures could be considered, such as tightening the qualification requirements for directors and adopting non-disclosure agreements to prevent the leakage of internal management information.”
Partner Dong Woo LEE analyzed the implications of the amendment and noted, “In the past, it was difficult to view a subsidiary’s IPO following a split-off as a breach of directors’ duty of loyalty. However, under the amended Commercial Act, directors may now be held liable, as the law seeks to protect the interests of minority shareholders in the parent company.”
In connection with protecting minority shareholders’ interests, Partner Dong Kuk KIM emphasized, “It is important to clearly document that minority shareholders’ interests were genuinely considered in the decision-making process, while also securing objective evidence such as legal opinions, reports by accounting firms, and appraisal reports.”

In the second session, In Moo LEE, a member of AJU Research Institute of Corporate Management and a professor at KAIST, delivered a presentation titled “The Role of the Board of Directors and the Enhancement of Corporate Value.” He highlighted the need to redefine the concept of shareholders with a focus on long-term investors to strengthen the effectiveness of the directors’ duty of loyalty.
During the Q&A session, participants engaged in active discussions on whether the amended Commercial Act necessitates revisions to articles of incorporation and the extent to which restrictions on the use of treasury shares may be tightened. 

DR & AJU’s Managing Partner Kyu Chul LEE remarked, “DR & AJU’s Public Sector Relations Group has conducted a thorough analysis of legislative trends and the potential impact of the amendments on corporations, while the Advisory Group has published reports on relevant issues to support corporate clients.”
Mr. LEE further emphasized, “With disputes over the scope of directors’ liability expected to increase, we are integrating our advisory and litigation services to provide effective response strategies. We remain committed to delivering prompt and professional legal support to address legal issues arising from the amended Commercial Act.”