The March regular shareholders' meeting for publicly listed companies in South Korea is set to be a significant test for the protection of general shareholders’ rights, particularly following recent amendments to the Commercial Code. There is an anticipated fierce battle for votes between dominant shareholders, who often seek to maintain their advantages, and ordinary shareholders eager for equitable treatment. Major conglomerates are responding to these new regulations in various ways, either by adapting their governance structures or attempting to find loopholes that would allow them to circumvent the intent of the law, which aims to improve corporate governance and protect minority investors.

An analysis of the shareholder meeting notices from ten leading corporations in South Korea, as covered by Hankyoreh, revealed that all of them have put forward agenda items in response to the amended Commercial Code. Notably, only three companies, including Samsung Electronics and Hyundai Motor, have indicated plans to directly incorporate the 'duty of directors to act in good faith for shareholders' into their bylaws. Meanwhile, all ten companies have agreed to include provisions related to cumulative voting, which enables minority shareholders to support candidates of their choice on the board. Additionally, every corporation will appoint one more independent director, responsible for overseeing the management, which is a measure to ensure that the board's composition supports the need for greater executive accountability.

This year’s shareholders' meetings are likely to witness a clash between controlling shareholders and minority investors regarding the number of board members and their terms. Companies are trying to dilute the impact of the cumulative voting system by redistributing the number of directors elected annually. For example, GS Co. has proposed reducing its upper limit of directors from nine to seven and revising its term limits. As new regulations are set to tighten restrictions on shareholder votes, notably with the upcoming enforcement of a '3% rule' in July that consolidates voting rights among major shareholders and their affiliates, companies are hastily making decisions to reinforce their boards before these changes take effect.