South Korean civic groups oppose 50%+1-share mandatory tender offer rule

  • Civic groups opposed a Capital Markets Act amendment requiring tender offers after 25% acquisitions.
  • The amendment targets at least 50% plus one share of issued stock.
  • The bill awaits review by the full committees before presentation to the plenary session.

South Korean economic reform groups are challenging a Capital Markets Act amendment that would require anyone acquiring at least 25% of a listed company to make a tender offer targeting 50% plus one share of issued stock. The Korea Corporate Governance Forum and Solidarity for Economic Reform said the partial-offer structure fails to deliver President Lee Jae-myung's campaign pledge to share control premiums and provide minority shareholders with exit opportunities. They argued that shareholders may be excluded when an existing controlling owner already holds at least 50%, while pro-rata allocation could leave ordinary investors holding vulnerable residual shares after a control transaction. The groups urged lawmakers to require offers for all remaining shares or add safeguards, including pro-rata participation by controlling sellers and approval by independent shareholders. The amendment was approved by Bill Review Subcommittee 1 on the 15th and is due for review by the full Political Affairs Committee and the Legislation and Judiciary Committee before a plenary vote.

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