Tougher Delisting Rules Make Governance the New Imperative

■ Jung Sung-bin, Attorney at Law Firm Hwawoo Market Cap Thresholds Raised, Joint Surveillance Strengthened Across the Board Routine Board Oversight of Financials and Disclosures Now Essential

Opinion|
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By Park Ho-hyun (Commentary)
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Jung Sung-bin, attorney at law firm Hwawoo. - Seoul Economic Daily Opinion News from South Korea
Jung Sung-bin, attorney at law firm Hwawoo.

Listing maintenance requirements on Korea's stock markets have changed significantly since January this year. The minimum market capitalization threshold for KOSDAQ-listed companies has been raised sharply from 4 billion won to 15 billion won, and will be increased in stages to 20 billion won in July this year and 30 billion won in January next year. KOSPI thresholds are following the same trajectory, with the bar set to rise to 50 billion won in January next year. New delisting criteria have been introduced for so-called "penny stocks" trading below 1,000 won, and complete capital impairment as of the end of the first half has been added as grounds for substantive review of listing eligibility. The cumulative penalty point threshold for disclosure violations has also been lowered from 15 to 10 points, with separate aggravating criteria newly established for serious or willful violations. These changes reflect the financial authorities' intent, woven tightly throughout the system, to raise the overall quality of the capital market by promptly delisting so-called "zombie companies."

The changes do not end there. The Financial Supervisory Service (FSS) recently launched an official joint response system linking its three divisions in charge of unfair trading investigations, disclosure review, and accounting supervision. Areas that each division previously examined separately are now monitored in an integrated manner from a single perspective. The structure now captures, in three dimensions, the background and use of funds raised through rights offerings, the substance of related-party transactions, and insider stock trading flows before and after major disclosures. The FSS also plans to expand the selection of accounting supervision targets by more than 30 percent this year compared with last year. For companies that have operated transparently, this can be an opportunity for greater market fairness, but for companies with lax internal controls, it can become an unexpected burden.

The shift in the regulatory environment is not confined to marginal companies. Even listed firms with stable earnings can find themselves exposed to unexpected regulatory risks due to minor lapses in disclosure procedures, small errors in accounting treatment, or inadequate internal control systems. This is particularly true for companies with numerous related-party transactions, complex financing structures, or those that have recently conducted or are planning rights offerings. Under the new joint surveillance system, such transactions can be reviewed simultaneously from the perspectives of disclosure review, accounting supervision, and unfair trading investigations.

Ultimately, the central message these changes deliver to the management of listed companies is singular. Managing financial structure and responding to disclosure requirements is not a matter to be addressed only when a crisis hits, but a governance issue that internal control bodies such as the board of directors must continuously review and manage in normal times. Periodically verifying compliance with listing maintenance requirements, refining internal control systems, and obtaining prior expert review before major transactions are no longer optional but essential.

Original reporting by Park Ho-hyun (Commentary) for Seoul Economic Daily.

AI-translated from Korean. Quotes from foreign sources are based on Korean-language reports and may not reflect exact original wording.

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