Listed Company Advisory Lawyer
Listed Company Advisory Lawyer | Keeping disclosure, governance, and shareholder relations on the right side of the line
Listed company advisory covers the ongoing legal obligations that attach specifically to companies traded on KOSPI or KOSDAQ — timely disclosure, board and general shareholder meeting procedures, related-party transaction approval, and capital markets transactions such as rights offerings or convertible bond issuances. A single missed disclosure deadline or a defective board resolution can trigger sanctions from the Korea Exchange or the Financial Services Commission, and in serious cases criminal liability under the Financial Investment Services and Capital Markets Act (자본시장과 금융투자업에 관한 법률). Because these rules change frequently and interact with the Commercial Act (상법) governance provisions, most listed companies retain counsel for continuous review rather than one-off consultations.
Listed Company Advisory | Timely disclosure and fair disclosure obligations
Disclosure is the area where listed companies most often incur sanctions, usually not from bad faith but from failing to recognize that an internal decision has already triggered a public disclosure duty.
What triggers a timely disclosure duty
Once a company's board or management resolves on a matter listed in the Korea Exchange disclosure regulations — a large-scale investment, a merger, a change of the largest shareholder, or a significant contract — the disclosure clock starts running from the moment the decision is made, not from when a press release goes out. Companies frequently underestimate how early that trigger point falls, especially where a matter is discussed informally before a formal board resolution.
Ad hoc disclosure vs. fair disclosure
Ad hoc (timely) disclosure obligations apply to material corporate events regardless of who becomes aware of them, while fair disclosure rules govern selective communication of undisclosed material information to analysts, institutional investors, or media (자본시장과 금융투자업에 관한 법률 제391조 및 한국거래소 공시규정). An advisory review typically checks both the substance of what is being disclosed and the timing and channel used to disclose it.
Consequences of a disclosure violation
Violations can result in a public unfaithful disclosure designation, corrective disclosure requirements, fines imposed by the Exchange, or in more serious cases referral for investigation on suspected market manipulation or unfair trading. A pattern of violations can also affect the company's management issue designation status, which has knock-on effects for investor relations.
Listed Company Advisory | Board and general shareholder meeting procedure
The Commercial Act (상법) sets out detailed procedural requirements for convening board and shareholder meetings, and listed companies face additional layers under the Financial Investment Services and Capital Markets Act, particularly around electronic voting and shareholder proposal rights.
Notice periods and convening defects
A general shareholders' meeting must generally be convened with at least two weeks' prior notice to shareholders (상법 제363조), and failure to meet notice or agenda disclosure requirements can expose a resolution to challenge through a lawsuit to revoke a shareholders' meeting resolution. Listed companies also need to reconcile these notice periods with electronic disclosure filing deadlines that run on a separate clock.
Shareholder proposals and activist engagement
Minority shareholders holding the statutory minimum shareholding percentage can request that specific agenda items be placed on the shareholders' meeting agenda (상법 제363조의2), and listed companies increasingly need a process for evaluating and responding to these proposals, including from activist investors, within statutory deadlines.
Independent director and audit committee requirements
Companies above certain asset thresholds are required to appoint outside directors and, in many cases, form an audit committee with independent director majority under the Commercial Act. Advisory review at this stage often focuses on director independence criteria and whether committee composition still meets statutory requirements after personnel changes.
Listed Company Advisory | Related-party transactions and internal transaction approval
Transactions between a listed company and its largest shareholder, affiliates, or executives carry a heightened approval and disclosure burden precisely because of the conflict-of-interest risk they present to minority shareholders.
Board approval threshold for related-party deals
Transactions with the largest shareholder or specially related persons above a certain size generally require prior board approval, and transactions exceeding a higher threshold require approval at the general shareholders' meeting (상법 제542조의9). Structuring a transaction to fit within, rather than around, these thresholds is a recurring point of advisory review.
Disclosure of related-party transactions
Beyond internal approval, related-party transactions above the relevant size must also be separately disclosed to the market, and the disclosure content is scrutinized for whether the terms were on an arm's-length basis. Inadequate disclosure here is a common source of Exchange inquiries even when the underlying transaction itself was legitimate.
Listed Company Advisory | Capital markets transactions: rights offerings, CBs, and M&A disclosure
Raising capital or pursuing M&A as a listed company means the transaction itself becomes public information subject to registration and disclosure requirements well before closing.
Securities registration statements
A public offering or rights offering above the statutory threshold generally requires filing a securities registration statement with the Financial Services Commission before the offering can proceed (자본시장과 금융투자업에 관한 법률 제119조), and the statement must be reviewed for accuracy since misstatements can give rise to investor liability claims.
Convertible and exchangeable bond issuance
Issuance of convertible bonds or exchangeable bonds by a listed company triggers both disclosure obligations and, where the issuance is to a specific third party rather than existing shareholders, additional scrutiny of whether the pricing and allottee selection could dilute or disadvantage existing shareholders.
M&A announcement timing
Merger and acquisition discussions for a listed company often need to be disclosed once they reach a level of concreteness well before signing, and coordinating confidentiality during negotiation with the disclosure duty is one of the more delicate judgment calls in listed company advisory work.
Listed Company Advisory | From initial review to ongoing retainer
We review the company's existing disclosure history, board minutes, and governance structure to identify any open or recurring compliance gaps before setting up an ongoing arrangement.
For specific transactions — a board resolution, a related-party contract, a securities issuance — we provide a written opinion on required approvals, disclosure timing, and drafting of the disclosure content itself.
We assist with meeting notice drafting, agenda review, and where a resolution is later challenged, defending or evaluating the validity of the resolution.
Where the Korea Exchange or Financial Services Commission raises an inquiry about a disclosure or transaction, we prepare the company's response and, if needed, represent the company in any resulting administrative proceeding.
Most listed companies move to a continuous retainer so that new disclosure triggers and governance questions can be flagged and reviewed before, rather than after, a decision is made public.
Listed Company Advisory | How advisory fees are set
Ongoing advisory relationships are typically structured as a monthly or quarterly retainer, with the fee scaled to the volume of board matters, disclosure filings, and transactions the company expects to handle in a given period.
For a single transaction or a one-off legal opinion (for example, on whether a specific deal requires shareholder approval), fees are set based on the complexity and time required for that particular matter rather than the retainer rate.
For capital markets transactions such as a rights offering or bond issuance, fees may be tied to the scale and structure of the transaction, reflecting the additional drafting and regulatory filing work involved.
Responding to an Exchange or FSC inquiry or preparing for a possible sanction proceeding is generally billed separately from the retainer, given the additional fact investigation and drafting involved.
※ Costs vary depending on case complexity and specific circumstances; exact fees will be provided during consultation. No specific outcome is guaranteed.
Listed Company Advisory | Self-Check for Listed Companies
1️⃣ Disclosure Readiness
- Does your company have a documented process for identifying when an internal decision triggers a timely disclosure duty?
- Has your IR or legal team reviewed fair disclosure rules before any analyst or investor meeting?
- Have you had a disclosure corrected or flagged as unfaithful in the past two years?
2️⃣ Board & Shareholder Meeting Procedure
- Was the most recent shareholders' meeting notice sent within the statutory minimum period?
- Has a shareholder proposal ever been received, and was it evaluated against statutory deadlines?
- Does your audit committee still meet the independent director composition requirement after recent personnel changes?
3️⃣ Related-Party Transactions
- Has any transaction with the largest shareholder or an affiliate exceeded the board approval threshold without prior board review?
- Was the pricing of a recent related-party transaction documented on an arm's-length basis?
- Has a related-party transaction been separately disclosed to the market where required?
4️⃣ Capital Markets Transactions
- If you are planning a rights offering or bond issuance, has a securities registration statement been prepared and reviewed?
- For a third-party convertible bond issuance, has the pricing and allottee selection been reviewed for potential dilution concerns?
- If M&A discussions are underway, do you have a plan for when disclosure becomes required relative to signing?
