The National Pension Service filed a damages suit of about 510 million won against Samsung C&T and Samsung Electronics Chair Lee Jae-yong, claiming it suffered losses from the merger between Samsung C&T and Cheil Industries, and the first hearing was held on the 19th. The hearing saw arguments over the illegality of the merger process and whether liability for damages is established.
The Seoul Central District Court's Civil Agreement Division 21 (Presiding Judge Jeong Yong-shin, senior judge) held the first hearing that afternoon for the damages suit the National Pension Service filed against Samsung C&T and Lee. It came 1 year and 6 months after the case was filed in Sep. 2024. The court asked both sides to整理 whether liability for damages arose, whether there was proximate causation, and the scope of liability, as well as whether the Samsung C&T–Cheil Industries merger constituted an unfair merger and whether the government improperly intervened in the merger process.
The National Pension Service argued that an unlawful merger was pushed through as part of a Samsung Group-wide succession process and that the National Pension Service, the largest shareholder of the former Samsung C&T, suffered losses. The National Pension Service's counsel said that, although it should have closely reviewed the merger's validity and made a fair decision to protect shareholder interests, there were unlawful acts including violations of the Financial Investment Services and Capital Markets Act, such as applying an unfavorable merger ratio despite knowing it was a move to expand Lee's control. However, given that valuation of damages would require substantial time and expense, the counsel asked the court to first rule on whether liability is established.
Lee's side countered that there were no unlawful acts in the merger process and that Samsung C&T shareholders cannot be seen as having suffered losses from the merger. They argued that similar claims had already been rejected in related criminal and civil cases, and that the National Pension Service's arguments were not accepted even in the criminal case where the issues were directly contested.
The court also requested submission of the government's judgment in the Elliott investor-state dispute settlement (ISDS) annulment suit and the Mason-related arbitral award. The next hearing is at 3 p.m. on June 4.
The suit was filed about 10 months before the statute of limitations expired. The National Pension Service viewed the statute of limitations as expiring in July 2025, based on the point at which the merger plan passed at Samsung C&T's extraordinary shareholders' meeting in July 2015, and filed suit in Sep. 2024. Samsung C&T and Cheil Industries resolved on May 26, 2015, to merge at a ratio of 1 to 0.35, and the National Pension Service, which held 11.21% equity in Samsung C&T at the time, voted in favor of the merger.
Afterward, former Minister of Health and Welfare Moon Hyung-pyo and former National Pension Service Fund Management Head Hong Wan-seon each received a finalized sentence of 2 years and 6 months in prison for pressuring the National Pension Service to support the merger. Lee also received a finalized sentence of 2 years and 6 months in prison on charges of giving bribes to former President Park Geun-hye in return for support for Samsung's management succession and governance restructuring. However, Lee and others, who were indicted on charges related to unfair trading, stock price manipulation, and accounting fraud in connection with the Samsung C&T–Cheil Industries merger, were all acquitted with finality by the Supreme Court.