Law firm Barun said on the 15th that it will hold a seminar on responses to the revised Commercial Act with the Korea Venture Capital Association (KVCA) at 3 p.m. on the 30th at the Barun Building in Gangnam-gu, Seoul.
The seminar topic is "changes to the director appointment system and expansion of the duty of loyalty — impact on corporate management and practical response strategies." Under the revised Commercial Act, the targets of directors' duty of loyalty are broadened from the company to shareholders, and changes to corporate governance systems such as the independent director system and cumulative voting have been signaled.
A director's duty of loyalty is the principle that a director must faithfully perform duties for the benefit of the company. In the revised Commercial Act, as this duty is expanded to shareholder interest protection and fair treatment among shareholders, the propriety of the board's decision-making process could become more important.
Barun plans to address the key points of the revised Commercial Act, changes to the director appointment system, and how the expansion of directors' duty of loyalty to shareholders affects corporate management at this seminar. In particular, it will examine liability risks that corporations and management could face in shareholder activism, conflict-of-interest transactions, and management control disputes.
Practical response measures will also be discussed. Focusing on special committee operations, board decision-making procedures by transaction type, and measures to manage personal liability risks for management, Barun plans to explain the internal procedures that corporations should establish in advance.
Lee Dong-hoon, managing partner at Barun, said, "Changes in corporate governance are progressing rapidly, with directors' duty of loyalty expanding to shareholders and cumulative voting being mandated," and added, "We hope this will be an opportunity for corporations and management to secure the propriety of decision-making and assess liability risks in the changed legal environment."