Korean in-house counsel are likely to face growing challenges in light of directors’ fiduciary duties to shareholders, says Lee & Ko corporate and M&A partner Yuseok Kim at the In-House Counsel Forum (IHCF) spring academy.
Kim’s comments came during the law firm’s session at the the IHCF annual spring academy at the Josun Palace Seoul Gangnam hotel on 30 May 2026. Around 110 IHCF members attended several sessions covering topics including risk allocation, joint ventures, international arbitration, carve-out M&As and recent developments involving the Korea Fair Trade Commission.
A key highlight of the event was Kim’s presentation, titled Board of directors and shareholders’ meeting operations under the amended Korean Commercial Act.
The session examined how in-house legal teams should respond when conflicts of interest arise between controlling and minority shareholders within a company, since South Korea’s recently amended Commercial Act expanded directors’ fiduciary duties to include shareholders.
“Most minority shareholders investing in Korean listed companies are primarily focused on buying shares at low prices and profiting from short-term gains … As a result, they tend to be highly sensitive to events that may cause the stock price to decline in the short term,” said Kim.
However, Kim added that from a company’s perspective, management cannot remain fixated solely on short-term share price performance. Instead, leadership must adopt a long-term vision, even when it requires decisions that may appear detrimental to the stock price or corporate earnings in the immediate future.
“This may not be driven by any deliberate intent to undermine the interests of minority shareholders, but it could still present challenges from the perspective of directors’ fiduciary duties to shareholders. How to address such issues will become increasingly important for in-house counsel going forward,” said Kim.
Sponsors of the spring academy included Thomson Reuters Korea, LexisNexis and Intellectual Data, an eDiscovery services provider in South Korea. Several law firm booths, including Holman Fenwick Willan, DLA Piper and White & Case, drew attention from the attending in-house counsel.
