This article was displayed on the ChosunBiz RM Report site at 2:40 p.m. on May 12, 2026.
Some minority shareholders of Samsung Electronics are raising the possibility of filing for damages against the union that has announced a general strike, but there is a view that their chances of actually winning are not high. That is because a court is likely to see shareholder losses from a share price drop as "indirect damages" derived from the company's losses, and the implementation of the yellow envelope law, a new labor law aimed at strengthening the bargaining rights of subcontract workers (Trade Union and Labor Relations Adjustment Act Articles 2 and 3 amendment), has increased the burden of proving individual liability for union members.
The legal community cites the following as key issues in this matter: ▲ the directness of shareholder damages ▲ whether to apply the legal principle of infringement of third-party rights ▲ the scope of member liability after the yellow envelope law ▲ the possibility of a representative suit against management.
◇Hard to prove "direct infringement of shareholder rights"
According to legal sources on the 12th, the Korea Shareholder Activism Headquarters recently issued a "national appeal over the Samsung Electronics strike crisis." The group plans to pursue a damages claim against union members based on the legal principle of infringement of third-party rights if the union's strike damages the company's core asset.
However, the legal community believes it will not be easy to actually apply the legal principle of "infringement of third-party rights" that the shareholder group is invoking. Infringement of third-party rights refers to a situation where the rights or legal interests of a creditor, etc., are infringed by the acts of a third party who is not a party to the contract.
The problem is that the Supreme Court does not recognize tort liability merely because a third party was involved in the debtor's reduction of assets. It has recognized liability only in exceptional cases where the third party actively colluded while knowing of the existence of the claim and the possibility of its infringement, or used illicit means contrary to social norms.
This means they would have to prove that the union used illegal means with the intent to directly infringe shareholder rights or interests. In particular, because a strike is one of the three labor rights guaranteed by the Constitution, the legal community believes a court is unlikely to broadly recognize the principle of infringement of third-party rights.
An attorney specializing in labor law, identified as A, said, "Even if a labor action exceeds the bounds of legality, that alone does not readily connect to tort liability to shareholders."
◇Claims of "share price drop and reduced dividends" still likely to be indirect damages
Even if the union strike is found illegal, it does not mean shareholders can easily file a damages suit. That is because a court is likely to find that shareholders' losses are "indirect damages" derived from the company's losses.
The Supreme Court has held that when a company sustains losses and, as a result, shareholders' economic interests decline, absent special circumstances, such losses are indirect damages derived from the company's losses, not shareholders' direct damages. In fact, in 2012, even in a case where a listed company was delisted due to embezzlement by management, the Supreme Court issued a ruling to the effect that the small shareholders' losses were not direct damages and limited management's liability for compensation.
The situation is not much different even if shareholders base their claims on "damage to corporate image" or "credit deterioration." Legally, infringement of a company's credit and reputation is, in principle, assessed as the company's own loss. The fact that a company can recover its losses through damages, and that the effect indirectly returns to shareholders, also serves as a basis for courts to limit separate claims by shareholders.
◇After the yellow envelope law took effect… "liability must be assessed for each member"
The legal community also says that "since the yellow envelope law took effect, it has become difficult to impose blanket liability on the entire union as in the past."
Before the amended union law took effect, unions and members who participated in illegal labor actions were jointly and severally liable for the entire loss. But after the amendment took effect, the scope of each member's liability must be assessed individually, considering their position and role within the union, degree of participation in the labor action, income level, and other factors.
In particular, with about 37,000 members in the Samsung Electronics DS division alone, it is not easy to identify who planned and led the strike, who merely participated, and the extent to which individual members were involved in causing specific losses. For a minority shareholder group without access to internal company data, there are practical limits to proving individual members' roles and liabilities.
The Supreme Court has also recently narrowed the scope for recognizing joint tort liability for members who merely participated in a strike. In a damages suit filed by Hyundai Motor against its union in June 2023, the Supreme Court ruled to the effect that "because a labor action results from the union's collective decision-making, it is difficult to hold a mere participant member to the same level of responsibility as the leadership."
◇Argument that "a bonus agreement is breach of duty" also lacks realism
Some minority shareholders are also raising the possibility of filing a derivative suit against management if the company agrees with the union to pay excessive performance bonuses, thereby reducing capacity for dividends.
However, the legal community believes the chances are not high even if this leads to an actual lawsuit. They would have to prove that concluding a bonus agreement constitutes a director's neglect of duty or breach of trust, but courts tend to recognize broad business judgment discretion regarding the outcomes of labor-management negotiations.
An attorney identified as B at a major law firm said, "Unless the decision is so markedly unreasonable that the company faces the risk of insolvency, it is not easy to establish management's liability based solely on a labor-management agreement."
The legal community ultimately sees the most effective legal response as the company itself becoming the plaintiff and seeking damages from the union or officials who led the illegal strike.
Attorney B said, "The shareholder group's talk of legal action has more to do with pressuring public opinion and boosting bargaining power against the union than with the actual likelihood of winning."