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edural preparation implementing measures to ensure fairness such as through the establishment of special committees has become highly important furthermore because m a transactions between affiliates require additional disclosure of investments debt guarantees concurrent holding of executive offices and details of shareholding changes between specially related parties and the counterparty corporation companies must faithfully examine potential conflicts of interest between transacting parties and prepare for risks of public controversy korean version 2026 09 28 newsletters view more newsletters designation and reporting of the chief privacy officer under the amended personal information protection act the amended personal information protection act which took effect on september 11 2026 amended pipa added a new provision requiring a data controller when it designates changes or removes its chief privacy officer cpo to obtain a board resolution and to report the same to the personal information protection commission pipc article 31 of the amended pipa this newsletter summarizes the key aspects of that obligation including the guidance set out in the practical manual on the designation and reporting of the chief privacy officer guide published by the pipc 1 data controllers subject to the obligation under the amended pipa the data controllers that must designate change or remove a cpo by board resolution and report the same to the pipc are the following data controllers with annual revenue exceeding krw 180 billion that i process the sensitive information or unique identification information of at least 50 000 data subjects or ii process the personal information of at least 1 million data subjects schools under article 2 of the higher education act with 20 000 or more enrolled students as of the end of the preceding year tertiary general hospitals under article 3 4 of the medical services act or public system operating institutions for reference the guide states that the number of data subjects under these thresholds is not limited to customers but also includes officers and employees and that if a single company operates multiple services the number of data subjects processed in connection with each service is aggregated to determine whether a threshold is met 2 details of the obligation a data controller within the scope described above must obtain a board resolution when it designates changes or removes a cpo the guide explains that there is no particular restriction on the method or timing of the board resolution and that a corporation whose governance structure does not includes a board of directors needs not obtain a board resolution but in that case it must submit a supporting document evidencing the absence of a board matters concerning the designation change or removal of a cpo must be reported to the pipc within six months from the date on which the relevant cause arises the report is filed online through the website operated by the pipc and the reporting data controller should note that documents evidencing the board resolution and documents proving the cpo s satisfaction of the qualification requirements must be submitted together with the report a data controller that already designated a cpo before the amended pipa took effect does not need to obtain a board resolution for that past designation but must still file the report with the pipc within six months from the effective date september 11 2026 the guide further explains that when there is a temporal gap between a cpo s resignation and the designation of a successor the six month reporting period is calculated separately from the date on which each cause arose if a successor cpo can be designated within six months of the resignation the removal and the designation can be reported simultaneously 3 administrative fines and grace period a violation of the resolution and reporting obligations may be subject to an administrative fine of up to krw 30 million the pipc stated however that in order to ease the burden on the affected entities arising from the introduction of this new system and to promote its stable implementation it will operate a grace period until december 31 2027 during which it will not impose administrative fines for violations such as failure to designate a cpo failure to meet the cpo qualification requirements violation of the board resolution obligation and delay in reporting a designation change or removal 4 implications and next steps data controllers subject to this obligation should review their internal procedures and rules so that the obligations arising from the designation change and removal of a cpo can be performed in a timely manner korean version 2026 09 22 newsletters view more newsletters outlook for competition law investigations following the prosecution reform in korea effective october 2 2026 the prosecutors office will be abolished and replaced by two new agencies the public prosecution office and the serious crimes investigation agency the scia under the new structure violations of the laws within the jurisdiction of the korea fair trade commission the kftc including korea s primary competition and fair trade law the monopoly regulation and fair trade act will become principal subjects of investigation by the scia recent legislative amendments have also changed the recipient of the kftc s criminal referrals for all cases under its jurisdiction from the prosecutor general to the head of the scia the affected laws include the monopoly regulation and fair trade act the subcontracting act the large retail business act the franchise business act the agency act and the display advertising act these institutional changes could affect criminal investigation and prosecution of competition and fair trade violations in profound ways the public prosecution office may not conduct direct investigations but where necessary could request supplementary investigation from the scia the decision on whether to prosecute competition law violations will rest with the public prosecution office although not yet confirmed the authority responsible for criminal leniency may be split between the scia and the public prosecution office discussions are underway to abolish or relax the kftc s exclusive right to file criminal referrals and to expand the range of parties entitled to file criminal referrals to include heads of local governments among others which may in turn bring changes to the investigating authorities because these changes are wide ranging interconnected and in some respects still unsettled they warrant continued attention and analysis the principal changes confirmed to date are set out below key changes to the investigation and complaint system for antitrust cases category before after investigating authority for kftc criminal referrals prosecutors office e g fair trade investigation division of the seoul central district prosecutors office serious crimes investigation agency e g antitrust investigation bureau of the seoul scia recipient of the kftc s criminal referral prosecutor general head of the serious crimes investigation agency party entitled to request a criminal referral prosecutor general alone prosecutor general head of the public prosecution office or head of the serious crimes investigation agency direct and supplementary investigation by the public prosecution office prosecutors direct and supplementary investigation permitted neither direct nor supplementary investigation permitted only a request for supplementary investigation to the scia is available in connection with the abolition or relaxation of the kftc s exclusive right to make a criminal referral on fair trade cases discussions are also underway regarding a scheme that would allow a certain number of citizens central administrative agencies and metropolitan local governments to file criminal referrals directly with the investigating authorities without going through the kftc the relevant institutional framework has not yet been finalized and several details will need to be monitored such as the scope of parties entitled to file criminal referrals and which authority will handle them it also remains unconfirmed how the criminal leniency voluntary reporting and reduction system will operate under the new public prosecution office and scia structure because criminal leniency bears directly on the decision whether to prosecute there are competing views one that the public prosecution office should take the lead and another that the scia should take the lead as it serves as the point of intake for investigative leads given the institutional importance of criminal leniency we will continue to monitor the reform process and whether specific procedures are established and will provide updates as appropriate once the scia is established major investigations into antitrust and competition cases such as collusion are likely to be conducted primarily through the antitrust investigation bureau comprising four divisions of the seoul scia in parallel the kftc has newly established a key investigation planning group to handle significant cases which is scheduled to become fully operational in the fourth quarter of 2026 comprehensive review of and preparation for competition law investigations and inquiries will be critical as companies navigate the new enforcement system korean version 2026 09 21 newsletters view more newsletters kftc publishes proposed amendment to merger notification preparation guidelines to cover acqui hire transactions 1 key takeaways the korea fair trade commission the kftc announced for public comment from september 9 to september 30 2026 a proposed amendment to the merger notification preparation guidelines the proposed amendment that would add organized personnel to the definition of business if such organized personnel and the technology and knowledge possessed by such personnel combine to perform core functions of business activities the proposed amendment is intended to bring large scale talent recruitment by global big tech companies targeting ai startups so called acqui hire transactions within the scope of merger filing obligations and is expected to affect all domestic and foreign companies pursuing acqui hire transactions in or outside korea the kftc will collect comments during the public comment period and plans to finalize the proposed amendment through a vote by the full commission the proposed amendment will take effect immediately upon publication in the official gazette and will apply to the transactions that trigger the notification obligation after the effective date 2 background article 9 paragraph 1 item 4 of the monopoly regulation and fair trade law the ftl and the merger notification preparation guidelines designate the acquisition of all or a significant part of another company s business as one of the reportable types of transaction the current provisions are based on the transfer of business referring to property rights both assets and liabilities that act as an organized and organic whole for the business purpose of a company based on the commercial code concepts and court precedents therefore there is no explicit provision addressing the transaction structures that achieve the same effect as a business transfer through the transfer of personnel only and recently there have been concerns that this new form of transaction was falling into a regulatory blind spot with respect to merger reviews the number of acqui hire transactions in which global big tech companies strategically recruit key personnel from ai startups has been increasing worldwide and competition authorities in various countries have been actively responding to this development the kftc s proposed amendment can be viewed as being in line with this global trend 3 key details of proposed amendment the key provisions of the proposed amendment are as follows 1 expanded definition of business the current merger notification preparation guidelines define business as an organized and organic collection of property rights that function for the company s business purpose including goodwill patent rights trademark rights and other intangible property rights under the proposed amendment if organized personnel and the technology and knowledge possessed by such personnel combine to perform core functions of business activities such personnel will be included within the scope of business 2 revised significant part standard under the current merger notification preparation guidelines the transferred business constitutes a significant part of a business if i the transferred portion constitutes an independent business unit or causes a significant decrease in the transferor s revenue and ii the transfer price is at least 10 of the transferor s total assets or krw 10 billion the proposed amendment will add to the existing thresholds a new threshold under which a transfer of a significant part of a business will be recognized if key personnel are transferred to the acquiring company and as a result the acquiring company can conduct the same business activities as the transferor 3 revised transfer price calculation and gun jumping criteria the proposed amendment provides that in the case of transfer of organized personnel the transfer price will include monetary payments and other economic benefits regardless of its characterization this includes consideration for the waiver of rights related to the transferred personnel e g non compete release payments and royalties for intellectual property necessary for the business activities as a result various forms of economic compensation commonly used in acqui hire transactions can be reflected in the calculation of the transfer price with respect to gun jumping the current merger notification preparation guidelines provide that the closing of a transaction takes place at the time of completion of payment delivery of movable property and registration of real estate and trademarks the proposed amendment will add the transferor s cessation of the business that it was conducting as the definition of closing in acqui hire transactions 4 implications and next steps the proposed amendment is expected to affect all businesses pursuing acqui hires in and outside korea first companies should be aware that in addition to business transfers and asset transfers transactions that de facto achieve the same effect as a business transfer through various set of agreements such as personnel transfer agreements cooperation agreements and non compete release agreements can now be subject to the kftc s merger review for example if a big tech company recruits key personnel from an ai startup it may constitute transfer of all or a significant part of a business and thus be subject to the merger filing obligation under the ftl in particular for technology focused companies organized personnel may represent a significant portion of its enterprise value an...
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