As FSS Chairperson Lee Bok-hyun gave a positive evaluation of Hanwha Aerospace's 3.6 trillion won capital increase plan, attention is drawn to the difference between this and other corporations whose business restructuring was aborted due to FSS's intervention.
Analysis suggests that the evaluation by financial authorities varied based on whether the purpose of the capital raise or business restructuring was clearly aimed at strengthening business competitiveness and future growth. Critics argue that the financial authorities' evaluation criteria for corporate management activities have been inconsistent, leading to confusion.
Son Jae-il, CEO of Hanwha Aerospace, said at a regular shareholders' meeting held at the Seongnam Chamber of Commerce on the 25th regarding the capital increase plan, "The capital increase was the best choice for securing funds. We considered borrowing as well, but if the company's liability ratio increased, it would cause disadvantages in global defense bidding competition."
Earlier, on the 20th, Hanwha Aerospace announced a 3.6 trillion won capital increase plan, the largest ever among domestic listed companies. Hanwha Aerospace stated that it would enhance global competitiveness through strategic investments in domestic and international defense, shipbuilding, and aerospace sectors.
One week before the capital increase announcement, Hanwha Aerospace purchased equity in Hanwha Ocean, held by Hanwha Energy and Hanwha Impact, for 1.3 trillion won. Hanwha Energy is a company in which Kim Seung-hyun, chairman of Hanwha Group, has three sons (Kim Dong-kwan, Kim Dong-won, Kim Dong-sun) who hold 100% equity. Hanwha Energy secured billions of won. Shareholders of Hanwha Aerospace criticize that there was no reason for Hanwha Aerospace to acquire equity in Hanwha Ocean, spending 1.3 trillion won to buy equity held by the owner’s family while raising funds needed for investments from shareholders.
On the same day that Hanwha Aerospace announced the capital increase plan, FSS Chairperson Lee Bok-hyun noted, "It is significant that a corporation made an investment decision amid economic stagnation and uncertainty." The FSS stated it would designate Hanwha Aerospace as a key review target, deploying maximum review capacity for a swift examination. There were remarks that it was unusual for Lee to express a positive stance before the review.
An industry insider commented, "When the purpose of capital increase is deemed clear, as in the cases of Samsung SDI or Hanwha Aerospace, it sends the message that the FSS does not need to view it negatively unconditionally."
The FSS took action last year, demanding corrections to the securities registration statements of over 20 listed companies regarding their capital increases. Three companies, including Korea Zinc, ultimately abandoned their capital increase plans under pressure from the FSS.
Doosan Group suspended its business restructuring plan, which involved separating Doosan Bobcat from Doosan Enerbility and incorporating it into Doosan Robotics, after two withdrawals last year. Originally, Doosan Group planned to partition the construction equipment company Doosan Bobcat from its parent company Doosan Enerbility in July last year, and then merge it with Doosan Robotics to delist it. Doosan Enerbility was focusing on clean energy businesses like nuclear power plants, while Doosan Bobcat and Doosan Robotics aimed to create synergies through automation and robotics in construction equipment.
As shareholders opposed Doosan's business restructuring, the FSS demanded detailed explanations and corrections regarding the background, effects, and decision-making process of the merger in the securities registration statement. At the time, Lee Bok-hyun expressed regret that corporate management cases still prioritize the interests of controlling shareholders, indicating opposition to the Doosan Group's restructuring plan.
As a result, Doosan Group withdrew the partitioning and merger plan under pressure from shareholders and the FSS. Subsequently, they proposed a second restructuring plan that reassessed the merger ratio to value Doosan Bobcat higher than before, stating they would not merge Doosan Bobcat with Doosan Robotics for the time being, but later withdrew the plan again due to a sharp decline in stock prices in December last year.
ISU PETASYS announced a capital increase of 550 billion won for the acquisition of battery material company JEIO and facility investments last November, but it faced obstacles. There was backlash about using shareholder money for new businesses unrelated to its existing operations. ISU PETASYS decided to abandon the acquisition of JEIO and reduce the scale of the capital increase in response to repeated correction demands from the FSS.
Some critics argue that the FSS's review or evaluation of listed companies' funding, partitioning, or merger plans is arbitrary. The Capital Markets Act allows the FSS to demand corrections from companies submitting securities registration statements if important matters are falsely stated or omitted, or if such matters are unclear.
Securities registration statements only take effect when approved by the FSS, so listed companies cannot be free from the FSS's influence. Last month, the FSS introduced a key review system for capital increases, evaluating the validity and decision-making processes of capital increases based on seven criteria, including potential harm to the rights of general shareholders and financial conditions.
An FSS official stated, "It is not appropriate to comment on the review processes of individual companies (like Doosan and Hanwha), and the review is conducted considering the size of the company and its market influence."