South Korea targets acqui-hires in revised merger-review guidelines

  • South Korea’s Fair Trade Commission will clarify when acqui-hires qualify as business combinations.
  • Microsoft hired Inflection AI’s key personnel and licensed its technology in a deal worth about $650 million.
  • Ordinary hiring and isolated talent poaching will not be treated as mergers under the revised standard.

South Korea’s Fair Trade Commission plans to clarify when acqui-hires—deals combining the recruitment of key staff with access to startup technology—should be treated as business combinations. Transactions may face merger review when a large company hires a startup’s core personnel as a group, secures rights to its technology and becomes able to continue the existing business. Ordinary hiring of a few employees will remain outside the scope. The approach follows high-profile deals involving Microsoft and Inflection AI, Google and Character.AI, and Meta and Scale AI. The commission will also consider personnel-related payments, compensation for waived rights and intellectual-property royalties as potential consideration, and may treat a transaction as completed when the original company winds down the transferred business.

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