This article appeared on Signal, the capital markets compass, on August 21, 2026, at 5:26 p.m.
Capital market disputes over directors' fiduciary duty to shareholders are erupting across the board — over board resolution procedures, valuation and disclosure. The side effect is that decisions on investment to secure future growth and on improving financial structures are being delayed for extended periods. Some observers say the revised Commercial Act is also having positive effects, such as a decline in mergers and duplicate listings that clearly run counter to the interests of general shareholders.
According to investment banking (IB) industry sources on the 21st, numerous listed companies — including Golfzon Holdings, Gabia, EcoPro BM and SK D&D — are embroiled in disputes with major investors over fiduciary duty following decisions on tender offers and rights offerings.
SJ Investment Holdings, the special purpose company (SPC) conducting a tender offer for Golfzon Holdings, voluntarily amended its tender offer statement and prospectus on the 21st, adding explanations related to its financing structure and the sale of subsidiary stakes. The industry views the amended disclosure as stemming from disputes over the tender offer. Turtoncapital, a U.S.-based activist fund manager, sent two open letters to Golfzon Holdings' board, taking issue with the tender offer's heavy reliance on borrowed funds, the basis for calculating the tender offer price, and the plan to sell subsidiaries.
Golfzon Holdings is the parent company of Golfzon, which runs screen golf and golf course operations. SJ Investment Holdings, an SPC established by the side of Kim Won-il, former CEO of Golfzon, conducted a first tender offer from June 29 to August 5 this year, raising the combined stake of the special-related parties to 76.85%. While this is a stake sufficient to carry out a comprehensive stock swap after a special resolution at a shareholders' meeting, it is now conducting a second tender offer. As the purpose of the tender offer, it cited cutting the costs of maintaining a listing and resolving duplicate listings. However, with Turtoncapital and some minority shareholders pushing back, it remains uncertain whether the target volume will be secured.
There are also cases of attempts to reshape boards by claiming a breach of fiduciary duty. Align Partners Asset Management, a domestic activist fund manager, recently requested the convening of an extraordinary shareholders' meeting to reshape the board of Gabia, a company listed on the KOSDAQ. Gabia is a company for which Macquarie Asset Management is currently conducting a tender offer aimed at voluntary delisting. Align Partners took the view that, before Macquarie launched the tender offer for Gabia, the board had failed to properly review and resolve on it. In other words, it requested the extraordinary meeting — centered on an agenda item to appoint new directors — on the grounds that the board had failed to fulfill its fiduciary duty to all shareholders.
As disputes multiply, companies are finding it harder to restructure their businesses or raise funds. A prime example is EcoPro BM, whose schedule has been pushed back by conflict with minority shareholders after it sought to pursue a rights offering. EcoPro BM planned a 1.2 trillion won ($866 million) rights offering to fund new investments such as a smelter in Indonesia, but the timeline has been delayed indefinitely as some shareholders pushed back and the Financial Supervisory Service (FSS) demanded amendments. EcoPro BM CEO Kim Jang-woo said at a shareholder briefing on the 21st that the fundraising amount could be reduced to 900 billion won.
In the case of SK D&D, capital expansion is urgently needed to stabilize its finances, but the timeline for the rights offering has been pushed back due to pushback from minority shareholders and intervention by regulators. SK D&D saw its credit rating downgraded to the BBB- range this year, making market borrowing effectively impossible, and it incurred a contingent liability. The largest shareholder sought to inject capital in response, but amid pushback from some minority shareholders, the FSS suspended the effect of the filing, putting a brake on the plan.
As a result, voices are growing, mainly in industry circles, that the side effects of keeping controlling shareholders and boards in check must be considered. In particular, there is concern that even though fiduciary duty to shareholders is written into the revised Commercial Act, government authorities have poured out various overlapping regulations, such as "duplicate listing guidelines," paralyzing the capital-raising function. So far this year, K Bank is the only company to have newly listed on the KOSPI market. An IB industry official said, "Rights offerings, tender offers and initial public offerings (IPOs) are all contracting," adding, "When it becomes harder for companies to raise capital, securing mid- to long-term growth engines is disrupted, so we need to find remedial measures."
Of course, some in the capital market assessed that there are positive effects as well, as tighter checks on controlling shareholders reduce spin-offs, duplicate listings and deliberate "share price suppression." Matters that have a significant impact on governance and shareholder value, such as listings following a spin-off, carry a high potential for disputes, and under the revised Commercial Act, most companies now refrain from pursuing them from the outset — a kind of self-correcting mechanism. The market also assesses that the practice among some listed companies of deliberately keeping share prices low for purposes such as succession has declined.
An official at an activist fund manager said, "As it has become clear through legislation that a company's directors must be faithful to all shareholders, this has had the effect of reducing the 'deviations' of some problem companies," adding, "We should not overlook the fact that the rights and interests of minority shareholders are improving under the revised Commercial Act."
