오너 일가에 유리한 합병비율 막는다…상장사 합병 때 ‘공정가액’ 의무화

A new amendment to South Korea's capital markets law, set to take effect in November, requires listed companies to consider assets, future value, and future earnings when determining the 'fair price' for mergers and acquisitions. This measure aims to prevent manipulation by controlling the merger price, such as by manipulating the pre-merger stock price or price suppression tactics.

The Financial Supervisory Commission reported on 20th of December that the bill had passed through the National Assembly plenary session. The amendment mandates that the fair price for mergers and acquisitions considers not only the stock price but also the asset value and profit value. Previously, listed companies calculated the merger price based on the trading day immediately before the merger agreement signing date or board of directors' decision date, averaging the recent monthly and weekly stock prices.

This led to accusations of deliberately selecting a low market price to benefit dominant shareholders, as seen in the 2015 Samsung Life & Jeillei merger. The controversy surrounding the 2024 split-merge of Doustan Egg & Doustan Energy & Bio-Robotics led to criticism that the smaller shareholder was being unfairly disadvantaged by the lower valuation of Doustan Egg.

The amendment applies the fair price calculation to all organizational restructuring, including mergers, splits, and spin-offs, regardless of whether the company is a subsidiary or not. The calculation of asset value involves dividing the net assets by the number of issued shares, while profit value involves converting expected future earnings into present value.

Share price compensation for dissenting shareholders is also calculated using these factors. The process for determining the fair price is strengthened, requiring the board of directors to prepare a report on the merger's purpose, expected effects, and price fairness, and obtain an evaluation from an external appraisal institution.

This report must also be made public. The amendment, once approved by the National Assembly, will be implemented within three months. The government plans to expedite the issuance of implementing regulations. The Financial Supervisory Commission stated its commitment to continuously improve regulations to protect the rights of ordinary shareholders during these processes.