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SPECIAL ACT ON THE CORPORATE REVITALIZATION

Act No. 14030, Feb. 12, 2016

Amended by Act No. 14075, Mar. 18, 2016

Act No. 14664, Mar. 21, 2017

Act No. 14839, Jul. 26, 2017

CHAPTER I GENERAL PROVISIONS
 Article 1 (Purpose)
The purpose of this Act is to contribute to the sound development of the national economy through improvement of corporate vitality and the competitiveness of industries, and the promotion of competition in markets by improving relevant procedures, regulation, etc., so that companies may promptly engage in voluntary corporate restructuring.
 Article 2 (Definitions)
The terms used in this Act shall be defined as follows:
1. The term "company" means any company prescribed in Article 169 of the Commercial Act, which is incorporated under Article 172 of the same Act: Provided, That the foregoing shall not apply to foreign companies referred to in Article 614 of the aforesaid Act and quasi-foreign companies referred to in Article 617 of the aforesaid Act;
2. The term "corporate restructuring" means activities of a company to substantially improve productivity of all or part of its business, which meets each of the following requirements:
(a) Reorganizing all or some of business structures by means prescribed by Presidential Decree, such as a merger, division, the transfer, acquisition, or possession of shares, and the establishment of a company;
(b) Activities prescribed by Presidential Decree, by which a company promotes business innovation, such as entering a new market or adopting new technology, by reorganizing all or some fields or means of its business;
3. The term "corporate restructuring plan" means a plan that company has prepared to obtain approval pursuant to Article 9, to promote corporate restructuring;
4. The term "oversupply" means a case prescribed by Presidential Decree, which is a situation in which management conditions of a company is expected to deteriorate continuously, such as a substantial reduction in operating profit margin and return on sales of a company or relative reduction in volatility of the prices of goods and services compared with expenses, because of an increase in supply and a decrease in demand for a considerable period at present or in the future based upon market conditions in a comparable industry both at home and abroad;
5. The term "competent authority" means a central administrative agency under the Government Organization Act, which conducts affairs concerning promotion in the relevant business field subject to a corporate restructuring plan: Provided, That where the jurisdiction is unclear, the Minister of Trade, Industry, and Energy shall determine the competent authority in consultation with the heads of the relevant central administrative agencies;
6. The term "relevant agencies" means administrative agencies, other than the competent authority, which are relevant central administrative agencies and local governments related to exceptions referred to in CHAPTER IV, support for the resolution of difficulties due to restrictions referred to in CHAPTER V, examinations, etc., of corporate restructuring plans.
 Article 3 (Responsibility of Government and Companies)
(1) The Government shall provide support necessary to promote voluntary corporate restructuring efforts of companies.
(2) Companies shall endeavor to achieve sustainable development of the national economy and increase competitiveness of industries through proactive corporate restructuring.
 Article 4 (Scope of Application)
This Act shall apply to Korean companies which perform corporate restructuring to address oversupply: Provided, That this Act shall apply to the following companies: <Amended by Act No. 14075, Mar. 18, 2016>
1. Companies appearing insolvent (excluding companies meeting requirements prescribed by Presidential Decree for employment stability, revitalization of regional economy, preventing divulging of industrial technology, etc.) prescribed in subparagraph 7 of Article 2 of the Corporate Restructuring Promotion Act;
2. Companies that have filed to commence rehabilitation procedures pursuant to Article 34 of the Debtor Rehabilitation and Bankruptcy Act;
3. Companies that have filed for bankruptcy pursuant to Article 294 of the Debtor Rehabilitation and Bankruptcy Act;
4. Insolvent financial institutions in subparagraph 2 of Article 2 of the Act on the Structural Improvement of the Financial Industry;
5. Cases prescribed by Presidential Decree, correspond to subparagraphs 1 through 4.
 Article 5 (Relationship to other Acts)
This Act shall prevail over other Acts that provide for corporate restructuring of companies.
CHAPTER II ESTABLISHMENT OF CORPORATE RESTRUCTURING PROMOTION SYSTEM
 Article 6 (Corporate Restructuring Plan Review Committee)
(1) The Corporate Restructuring Plan Review Committee (hereinafter referred to as the "Review Committee") shall be established under the jurisdiction of the Ministry of Trade, Industry, and Energy to deliberate on important matters concerning corporate restructuring plans.
(2) The Review Committee shall deliberate on the following:
1. Guidelines for implementation of a corporate restructuring plan in Article 7;
2. Matters concerning approval, approval for alteration, and revocation of approval of a corporate restructuring plan pursuant to Article 9, 10, 12 and 13, and matters concerning the extension of the period of the corporate restructuring plan;
3. Other matters brought before the meetings by the chairperson of the Review Committee in relation to corporate restructuring plans.
(3) Where deemed necessary for deliberation, the Review Committee may require relevant persons, such as public officials of relevant central administrative agencies and local governments, stakeholders of a company that has filed for approval of a corporate restructuring plan, to attend its meetings, to hear their opinions.
(4) The Review Committee shall be comprised of less than 20 members, including two chairpersons.
(5) Chairpersons of the Review Committee shall be the Vice Minister of Trade, Industry, and Energy and a member appointed by the Minister of Trade, Industry, and Energy from among members who are not public officials; the following persons shall serve as members of the Review Committee:
1. Each public official of at least Grade 1 under the jurisdiction of the Ministry of Strategy and Finance, the Fair Trade Commission, and the Financial Services Commission, who are ex officio members;
2. Four economic experts recommended by the competent standing committee of the National Assembly of the Republic of Korea;
3. Persons appointed by the Minister of Trade, Industry, and Energy, who have extensive knowledge and experience in corporate restructuring prescribed by Presidential Decree.
(6) Where a member of the Review Committee falls under any of the following cases, he/she shall be excluded from deliberation or resolution on the relevant agenda item: <Amended by Act No. 14664, Mar. 21, 2017>
1. Where the member or his/her spouse or relative holds shares or bonds of an applicant company referred to in Article 9 (2);
2. Where the member or a corporation or office to which the member belongs counsels or advises on the law, management, accounting, etc. of an applicant company;
3. Where the member or a corporation or office to which the member belongs engages or engaged in the affairs of the relevant corporate restructuring of an applicant company (excluding counseling or advice referred to in subparagraph 2).
(7) Where it is impractical for an applicant company referred to in Article 9 (2) to expect fairness in deliberation or resolution from a member of the Review Committee, such company may file for challenge with the Review Committee; and the Review Committee shall determine whether to approve challenge through its resolution. In such cases, no member of the Review Committee subject to challenge shall participate in such resolution.
(8) Where a member of the Review Committee falls under paragraph (6), he/she shall inform the Review Committee of such fact, and voluntarily abstain from engaging in the deliberation or resolution on the relevant agenda item.
(9) Where a member of the Review Committee has compromised the fairness of deliberation, such as failure to apply for challenge, giving or receiving money or other valuables in exchange for deliberation, or exercising his/her authority upon an improper request, though he/she falls under paragraph (6), the Review Committee may dismiss or relieve the relevant member from the Review Committee.
(10) The term of office of members who are not public officials shall be two years, and they may be reappointed.
(11) The Review Committee shall draft minutes stating the following and keep them for five years. In such cases, it may use stenography, sound-recording, or video-recording, where deemed necessary: <Newly Inserted by Act No. 14664, Mar. 21, 2017>
1. Date, time, and place of a meeting;
2. List of the members present;
3. Details of a review and resolutions adopted.
(12) Other matters necessary for the composition and operation of the Review Committee shall be prescribed by Presidential Decree.
 Article 6-2 (Securing of Fairness and Transparency)
The Review Committee shall secure fairness and transparency in its review. [This Article Newly Inserted by Act No. 14664, Mar. 21, 2017]
 Article 7 (Guidelines for Implementation of Corporate Restructuring Plans)
(1) The Minister of Trade, Industry, and Energy shall prepare guidelines for implementation of corporate restructuring plans (hereinafter referred to as "guidelines for implementation of corporate restructuring plans"), and announce such guidelines in the Official Gazette. The same shall apply to amendment to the guidelines.
(2) Guidelines for implementation of corporate restructuring plans shall include the following:
1. Detailed matters to be included in a corporate restructuring plan;
2. Detailed criteria for deliberation and approval of a corporate restructuring plan, such as criteria for determining oversupply;
3. Procedures necessary to implement corporate restructuring;
4. Other matters prescribed by Presidential Decree.
(3) Where the Minister of Trade, Industry, and Energy formulates or amends guidelines for implementation of corporate restructuring plans, he/she shall hold consultation with the heads of relevant central administrative agencies, and undergo deliberation by the Review Committee: Provided, That the foregoing shall not apply where he/she amends any insignificant matter prescribed by Presidential Decree.
(4) In addition to the provisions of paragraphs (1) through (3), matters necessary to prepare and implement guidelines for implementation of corporate restructuring plans, shall be prescribed by Presidential Decree.
 Article 8 (Implementation of Basic Research Related to Corporate Restructuring)
(1) The Minister of Trade, Industry, and Energy may conduct fact-finding surveys and collect and analyze statistical data necessary to survey trends by industry, category of business, and company size, and short-to-long term prospects to utilize them for deliberation, etc., of corporate restructuring plans, as prescribed by Presidential Decree.
(2) Where necessary for fact-finding surveys and the collection and analysis of statistical data pursuant to paragraph (1), the Minister of Trade, Industry, and Energy may request the heads of relevant agencies or the heads of institutions or organizations that support companies, such as economic organizations, to provide cooperation, such as the submission of data. In such cases, any person requested to submit data or provide cooperation shall comply with such request, except in extenuating circumstances.
CHAPTER III APPLICATION FOR APPROVAL OF CORPORATE RESTRUCTURING PLANS AND APPROVAL THEREOF
 Article 9 (Application for Approval of Corporate Restructuring Plans)
(1) Each company that intends to implement corporate restructuring intends to receive support under this Act, shall formulate a corporate restructuring plan and obtain approval from the competent authority.
(2) Each company that intends to apply for approval of a corporate restructuring plan (hereinafter referred to as "applicant company") to receive support under this Act, shall submit the corporate restructuring plan, including the following, to the head of the competent authority:
1. Necessity of corporate restructuring;
2. Matters prescribed by Presidential Decree, which are goals of corporate restructuring to improve productivity and financial soundness which the company intends to achieve during the period of the corporate restructuring plan;
3. Data evidencing that the field of business in which the company intends to implement corporate restructuring, is in oversupply;
4. Details of the implementation of corporate restructuring and the period of the corporate restructuring plan;
5. Scale of funds necessary for corporate restructuring and fund-raising methods;
6. Where corporate restructuring meets requirements referred to in Article 12 of the Monopoly Regulation and Fair Trade Act, a report and relevant documents (hereinafter in this Article referred to as "business combination report") in Article 18 (4) of the Enforcement Decree of the Monopoly Regulation and Fair Trade Act;
7. Details of support necessary for corporate restructuring;
8. Employment and investment plan following corporate restructuring;
9. Matters concerning labor-management consultation, employment adjustment, etc., following corporate restructuring;
10. Other matters prescribed by Presidential Decree;
(3) No period of any corporate restructuring plan prescribed in paragraph (2) 4 shall exceed three years.
(4) Where at least two companies intend to jointly implement corporate restructuring, they shall jointly apply for corporate restructuring after preparing one corporate restructuring plan.
(5) Where a business combination report is included in a corporate restructuring plan submitted by an applicant company under paragraph (2), to the head of the competent authority, the head of the competent authority shall immediately forward such documents to the Fair Trade Commission; and the date on which the head of the competent authority receives such corporate restructuring plan shall be deemed the date of the business combination report pursuant to Article 12 (1) of the Enforcement Decree of the Monopoly Regulation and Fair Trade Act.
(6) Where necessary, the head of the competent authority may require an applicant company to supplement a corporate restructuring plan and submit relevant data.
(7) In any of the following cases, the head of the competent authority shall return such corporate restructuring plan to the applicant company and notify the grounds for the return thereof:
1. Where there are reasons for return prescribed by Presidential Decree, such as false or incorrect entries in the corporate restructuring plan;
2. Where the details of the corporate restructuring plan do not correspond to corporate restructuring;
3. Where the applicant company does not fall within the scope of application of this Act;
4. Where any of the goals of productivity and financial soundness presented in the corporate restructuring plan are below any of the standards prescribed by Presidential Decree;
5. Where it is objectively evident that it is impossible to achieve goals presented in the corporate restructuring plan and prescribed by Presidential Decree.
(8) Other detailed matters concerning an application for approval and return of a corporate restructuring plan shall be prescribed by Presidential Decree.
 Article 10 (Deliberation and Approval of Corporate Restructuring Plans)
(1) Where the head of the competent authority intends to approve a corporate restructuring plan, he/she shall approve the corporate restructuring plan after deliberation by the Review Committee: Provided, That with regard to small and medium-sized businesses not exceeding a certain scale prescribed by Presidential Decree, consultation between the head of the competent authority and the Minister of SMEs and Startups may be held in lieu of deliberation by the Review Committee. <Amended by Act No. 14839, Jul. 26, 2017>
(2) Upon receipt of a corporate restructuring plan, the head of the competent authority shall review such corporate restructuring plan, such as judgment as to whether there is oversupply in the relevant category of business based on the details prescribed by Presidential Decree, and request the Review Committee to deliberate on the corporate restructuring plan within a period prescribed by Presidential Decree, in any case within 60 days. In such cases, the Review Committee shall complete deliberation within the period prescribed by Presidential Decree in any case within 60 days from the date on which it is requested to deliberate on the corporate restructuring plan by the head of the competent authority.
(3) Where the head of the competent authority judges that matters requested by an applicant company in accordance with a corporate restructuring plan, among support provided in this Act are matters that require cooperation with relevant agencies, he/she shall pre-consult with the heads of relevant agencies.
(4) Where the head of the competent authority determines that an applicant company is able to achieve goals in cases falling under Article 9 (2) 2 based upon the following, he/she shall approve the relevant corporate restructuring plan:
1. Whether the applicant company is able to achieve goals referred to in Article 9 (2) 2 when considering its management resources, such as its technical ability and funds;
2. Whether the improvement in productivity and financial soundness in accordance with the relevant corporate restructuring plan is sustainable based upon structure, etc., of the market to which the applicant company belongs;
3. Whether the corporate restructuring plan contributes to alleviating or addressing oversupply in the relevant category of business.
(5) When approving a corporate restructuring plan, the head of the competent authority may consider the following:
1. Prospects of creating new employment and investment;
2. Prospects of upgrading the industrial structure through the relevant corporate restructuring plan;
3. Whether the relevant corporate restructuring plan unjustly interferes with any of the interests of workers;
4. Other matters prescribed by Presidential Decree in consideration of the level of contribution of the relevant corporate restructuring plan to the national economy.
(6) Where the head of the competent authority determines that a corporate restructuring plan includes matters prescribed by Presidential Decree, such as succession of management rights, strengthening the corporate governance of persons in a special relationship, the provision of unfair profits to affiliate companies of a conglomerate restricted from cross-shareholding (referring to a conglomerate restricted from cross-shareholding under Article 9 (1) of the Monopoly Regulation and Fair Trade Act; hereinafter the same shall apply) rather than improving productivity, he/she shall not approve the corporate restructuring plan or any amendment thereto.
(7) Where the head of the competent authority determines that combination of enterprises (referring to combination of enterprises in Article 7 of the Monopoly Regulation and Fair Trade Act) performed in accordance with a corporate restructuring plan, has an effect on increasing efficiency in Article 7 (2) 1 of the Monopoly Regulation and Fair Trade Act, he/she may submit his/her opinion to the Fair Trade Commission. In such cases, the Fair Trade Commission shall consider the competent authority's opinion when it determines the effect, etc., of increased efficiency.
(8) Where the Review Committee completes deliberation on a corporate restructuring plan, the head of the competent authority shall immediately determine whether to approve the corporate restructuring plan, and specific matters of the details of support for the relevant corporate restructuring plan, and notify the relevant applicant company and the Review Committee of his/her determinations, and publicly announce them, as prescribed by Presidential Decree.
(9) An applicant company and the Review Committee notified of the determination of approval pursuant to paragraph (8), shall publicly announce the determination of approval, as prescribed by Presidential Decree.
(10) Details of support to be applied to an approved company under Article 11 (1) among support under Articles 15 through 36, shall be limited to matters determined under paragraph (8), among details of support specified in a corporate restructuring plan for which the company has filed.
 Article 11 (Implementation, etc., of Corporate Restructuring Plans)
(1) Any company that has obtained approval of a corporate restructuring plan (hereinafter referred to as "approved company") shall regularly report its progress in implementing the corporate restructuring plan, its performance, etc., to the head of the competent authority.
(2) Where necessary, the head of the competent authority may require an approved company to submit data, as prescribed by Presidential Decree.
(3) Where the current status of implementation in paragraph (1) differs from the approved corporate restructuring plan, the head of the competent authority may request an approved company to make relevant corrections.
(4) The head of the competent authority shall publicly announce the current status of implementation referred to in paragraph (1) and matters to correct requested under paragraph (3).
(5) Detailed matters concerning reporting of the actual results of implementation (1), submission of data request to correct, and public announcement under paragraph (1) through (4), shall be prescribed by Presidential Decree.
(6) Where an approved company completes corporate restructuring, the head of the competent authority shall evaluate matters prescribed by Presidential Decree, such as whether the approved company has achieved its goals to improve productivity and financial soundness submitted under Article 9 (2), and publicly announce the findings of its evaluation, as prescribed by Presidential Decree.
(7) Where the head of the competent authority conducts an evaluation pursuant to paragraph (6), he/she shall hear opinions of stakeholders, such as shareholders and creditors of an approved company, and reflect their opinions in the findings of the evaluation.
 Article 12 (Amendment, etc., to Corporate Restructuring Plans)
(1) Where it is impractical for an approved company to implement a corporate restructuring plan originally approved due to extenuating circumstances as follows, after it has obtained approval of the corporate restructuring plan pursuant to Article 10, it may apply for amendment to the approved corporate restructuring plan, or apply for extension of the period of the corporate restructuring plan within two years for only one occasion:
1. Where considerable changes occur in economic, which were unexpected as at the time it obtained approval of the corporate restructuring plan;
2. Where unexpected changes occur in the policy environment, such as law reform related to the corporate restructuring plan;
3. Other extenuating circumstances prescribed by Presidential Decree, which require an amendment to or extension of the corporate restructuring plan.
(2) Articles 9 and 10 shall apply mutatis mutandis to procedures for amendment to a corporate restructuring plan.
 Article 13 (Revocation of Approval of Corporate Restructuring Plans)
(1) Where a corporate restructuring plan approved under Article 10 or approved for amendment under Article 12, falls under any of the following, the head of the competent authority may revoke his/her approval after deliberation by the Review Committee: Provided, That where the corporate restructuring plan falls under subparagraph 1 or 2, he/she shall revoke his/her approval:
1. Where a company has obtained approval of and approval for amendment to the corporate restructuring plan by deception or other fraudulent means;
2. Where it is proved, after the corporate restructuring plan is approved, that its purpose is to achieve the aims prescribed by Presidential Decree, such as succession of management rights, strengthening the corporate governance of persons in a special relationship, and the provision of unfair profits to affiliate companies of a conglomerate restricted from cross-shareholding;
3. Where a company fails to implement corporate restructuring within a planned period of the corporate restructuring plan without justifiable ground;
4. Where a company fails to fulfill its obligation to report under Article 11 (1) and implement a request to correct under Article 11 (3) without justifiable ground;
5. Where it is confirmed that an approved company commits a serious offense prescribed by Presidential Decree when it implements the corporate restructuring plan.
(2) Where the head of the competent authority revokes his/her approval pursuant to paragraph (1), he/she shall immediately announce the revocation of his/her approval and notify the Minister of Trade, Industry, and Energy of such revocation.
(3) Articles 9 and 10 shall apply mutatis mutandis to procedures for revocation of approval of a corporate restructuring plan.
 Article 14 (Effect of Revocation of Approval of Corporate Restructuring Plans)
(1) Where approval of a corporate restructuring plan is revoked pursuant to Article 13, no support shall be provided under this Act to any company in which case approval of a corporate restructuring plan is revoked (hereinafter referred to as "company approval of which is revoked) as of the date on which approval is revoked.
(2) A company, approval of which is revoked, has received monetary benefits under Articles 27 through 30, the head of the competent authority shall fully or partially withdraw such benefits. In such cases, where the company, approval of which is revoked, refuses or delays the withdrawal of all or some of monetary benefits, the head of the competent authority may collect such benefits in the same manner as national taxes or local taxes in arrears are collected.
(3) Detailed matters concerning measures for withdrawal of monetary benefits from a company, approval of which is revoked, and measures for payment, the effect of the revocation of approval, etc., shall be prescribed by Presidential Decree.
CHAPTER IV SUPPORT FOR CORPORATE RESTRUCTURING
SECTION 1 EXCEPTIONS TO COMMERCIAL ACT, FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT, ETC.
 Article 15 (Exceptions to Small-Scale Division)
(1) Where an approved company is divided in accordance with a corporate restructuring plan, when the amount of total assets of a company incorporated in the course of a division, is less than ten percent of the amount of total assets of the approved company, approval by the board of directors of the approved company may replace approval at a general meeting of its shareholders.
(2) Paragraph (1) shall apply only once during the period of the corporate restructuring plan.
(3) Article 527-3 (2) through (4) of the Commercial Act shall apply mutatis mutandis in cases falling under paragraph (1).
 Article 16 (Exceptions to Small-Scale Merger)
(1) Where an approved company conducts a merger, or division and merger in accordance with a corporate restructuring plan, "cases not exceeding ten percent of the total number of outstanding shares" in Articles 527-3 (1) and 530-11 (2) shall be construed as "cases not exceeding 20 percent of the total number of issued shares."
(2) Notwithstanding Article 360-10 (5) or 527-3 (4) of the Commercial Act, where a shareholder who holds shares equivalent to a percentage prescribed by Presidential Decree, within ten percent of the total number of outstanding shares of a company that becomes a complete parent company or a surviving company in the merger, gives written notice of his/her intention to oppose share exchange or merger in paragraph (1) against the approved company within two weeks from the date an official announcement in Article 360-10 (4) of the aforesaid Act is made or notice under Article 527-3 (3) of the aforesaid Act is given, the approved company shall not engage in share exchange or merger pursuant to paragraph (1).
 Article 17 (Exceptions to Simple Merger, etc.)
Where an approved company conducts a merger in accordance with a corporate restructuring plan, "at least 90 percent of the total number of outstanding shares" in Articles 527-2 (1) and 530-11 (2) of the Commercial Act, shall be construed as "at least 80 percent of the total number of outstanding shares."
 Article 18 (Exceptions to Procedures, etc., for Merger)
(1) Where an approved company convenes a general meeting of shareholders for merger referred to in Article 522; division or division and merger referred to in Article 530-2; comprehensive exchange of shares referred to in Article 360-2, comprehensive transfer of shares referred to in Article 360-15, and transfer and takeover of business (hereinafter referred to as "merger, etc.") referred to in Article 374 of the Commercial Act, notwithstanding Article 363 (1) of the Commercial Act, it may send written notice to each shareholder or give notice in electronic form with the consent of each shareholder seven days before the date of general meeting of shareholders.
(2) Where an approved company conducts a merger, etc., notwithstanding Articles 360-4 (1), 360-17 (1), 522-2 (1) and 530-7 (1) of the Commercial Act, it shall keep documents referred to in the subparagraphs of the aforesaid paragraphs of the aforesaid Articles in its head office until six months elapse after the date on which it conducts the merger, etc., from the date seven days prior to the date of the general meeting of shareholders for approval of the merger.
(3) Where an approved company closes a list of shareholders or sets the base date pursuant to Article 354 (1) of the Commercial Act to pass a resolution of a merger, etc., notwithstanding paragraph (4) of the aforesaid Article, it may publicly announce the closure of the list of shareholders and the base date set seven days prior to the date of the closure thereof or the base date. In such cases, it shall publicly announce the closure thereof and the base date in at least two daily newspapers.
(4) Where computing the period pursuant to paragraphs (1) and (3), public holidays, Saturdays, and Workers' Day under the Designation of Workers' Day Act shall be excluded.
 Article 19 (Exceptions to Procedures for Protection of Creditors)
(1) Notwithstanding Articles 232, 527-5, 530-9 (4), and 530-11 (2) of the Commercial Act, within two weeks from the date on which an approved company passes a resolution for the merger, etc., the approved company shall publicly announce that any objection to the merger, etc., shall be submitted for a period of at least ten days.
(2) Where an approved company proves that no creditor has incurred any loss according to the method of submitting a guarantee of payment of debt issued by a bank or an insurance policy when it conducts a merger, etc., in accordance with a corporate restructuring plan, Articles 232, 527-5, 530-9 (4), and 530-11 (2) of the Commercial Act shall not apply.
(3) Where computing the period in paragraph (1), public holidays, Saturdays, and Workers' Day under the Designation of Workers' Day Act shall be excluded.
 Article 20 (Exceptions to Claims for Purchase of Shares)
(1) Where an approved company conducts a merger, etc., in accordance with a corporate restructuring plan, notwithstanding Article 374-2 (1) of the Commercial Act and Article 165-5 (1) of the Financial Investment Services and Capital Markets Act, any shareholder who has given written notice of his/her intention to oppose the resolution of the merger, etc., to the approved company before a general meeting of shareholders, may file a claim for the purchase of shares he/she holds with the approved company in writing, specifying the type and number of shares, within ten days from the date on which the resolution is passed at the general meeting of shareholders.
(2) Upon receipt of claim referred to in paragraph (1), an approved company shall purchase such shares within six months, notwithstanding Article 374-2 (2) of the Commercial Act: Provided, That a stock-listed corporation referred to in Article 9 (15) of the Financial Investment Services and Capital Markets Act shall purchase such shares within three months, notwithstanding Article 165-5 (2) of the aforesaid Act.
SECTION 2 EXCEPTIONS TO MONOPOLY REGULATION AND FAIR TRADE ACT
 Article 21 (Exceptions to Regulation on Holding Companies)
(1) Article 8-2 (2) 1 through 3 of the Monopoly Regulation and Fair Trade Act shall not apply to an approved company for three years, in accordance with the approved corporate restructuring plan: Provided, That The foregoing shall not apply where the relevant approved company holds shares of affiliate companies in the Republic of Korea, which are not subsidiary companies.
(2) Paragraph (1) shall apply only where an approved company falls under a holding company in subparagraph 1-2 of Article 2 of the Monopoly Regulation and Fair Trade Act, as at the time it submits a corporate restructuring plan referred to in Article 9 or an amended corporate restructuring plan referred to in Article 12 to the head of the competent authority: Provided, That where it submits the amended corporate restructuring plan, paragraph (1) shall apply only to corporate restructuring newly included in the relevant plan.
 Article 22 (Exceptions to Regulation on Subsidiary Companies of Holding Companies)
(1) Article 8-2 (3) 1 of the Monopoly Regulation and Fair Trade Act shall not apply to an approved company for three years, in accordance with the approved corporate restructuring plan.
(2) Article 8-2 (3) 2 of the Monopoly Regulation and Fair Trade Act shall not apply to an approved company which meets each of the following requirements, for three years in accordance with the approved corporate restructuring plan:
1. The approved company shall fall under a subsidiary company of a holding company;
2. A company, shares of which are held by the approved company (hereinafter referred to as "invested company") shall be a second-tier subsidiary company of a holding company;
3. The number of approved companies which hold shares of an invested company, shall be less than two.
(3) Paragraphs (1) and (2) shall apply only where an approved company falls under a subsidiary company under subparagraph 1-3 of Article 2 of the Monopoly Regulation and Fair Trade Act, as at the time it submits a corporate restructuring plan referred to in Article 9 or an altered corporate restructuring plan referred to in Article 12 to the head of the competent authority: Provided, That where it submits the amended corporate restructuring plan, paragraphs (1) and (2) shall apply only to corporate restructuring newly included in the relevant plan.
 Article 23 (Exceptions to Regulation on Second-Tier Subsidiary Companies of Holding Companies)
(1) Article 8-2 (4) of the Monopoly Regulation and Fair Trade Act shall not apply to an approved company which meets each of the following requirements for three years, in accordance with the approved corporate restructuring plan:
1. The approved company shall be a second-tier subsidiary company of a holding company;
2. An invested company shall be an affiliate company in the Republic of Korea, other than a holding company, subsidiary company, second-tier subsidiary company, and third-tier subsidiary company;
3. Each approved company shall hold at least 50 percent of shares of invested companies, respectively;
4. No more than two approved companies shall hold shares of invested companies.
(2) Paragraph (1) shall apply only where an approved company is a second-tier company referred to in subparagraph 1-4 of Article 2 of the Monopoly Regulation and Fair Trade Act as at the time it submits a corporate restructuring plan under Article 9 or an altered corporate restructuring plan under Article 12, to the head of the competent authority:
 Article 24 (Exceptions to Regulation on Conglomerates Restricted from Cross-Shareholding)
With regard to an approved company belonging to a conglomerate restricted from cross-shareholding, "six months" referred to in Articles 9 (2) and 9-2 (3) 1 (excluding where a company makes an affiliated investment that forms circular equity investment in accordance with the exercise of a security right or the receipt of payment in lieu) of the Monopoly Regulation and Fair Trade Act, shall be altered to "one year" in accordance with the approved corporate restructuring plan.
 Article 25 (Exceptions to Regulation on Conglomerates Restricted from Debt Guarantee)
(1) Articles 10-2 and 14 (3) 3 of the Monopoly Regulation and Fair Trade Act shall not apply to an approved company which belongs to a conglomerate restricted from debt guarantee (referring to a conglomerate restricted from debt guarantee in Article 10-2 (1) of the Monopoly Regulation and Fair Trade Act), for three years where it provides debt guarantees to other approved companies in accordance with the approved corporate restructuring plan.
(2) Paragraph (1) shall not apply where a conglomerate, to which an approved company belongs, is newly designated as a conglomerate restricted from issuing debt guarantees or the approved company holds an amount of liabilities exceeding double the total amount of shareholders' equity (referring to the amount calculated by subtracting the amount of liabilities from the amount of total assets on the balance sheet; hereinafter the same shall apply).
 Article 26 (Starting Point for Computation of Period of Exception)
The period of exception provided in Articles 21 through 25 shall commence from the date on which a merger, division, incorporation, etc., takes effect in accordance with the relevant corporate restructuring plan.
SECTION 3 TAX SUPPORT AND FUNDING
 Article 27 (Tax Support)
The State and local governments may provide tax support to approved companies as prescribed by tax-related Acts.
 Article 28 (Funding)
(1) The State and local governments may provide funding, such as subsidies, loans, or contributions, necessary for corporate restructuring of approved companies.
(2) The State and local governments may provide funding for corporate restructuring of approved companies in any of the following cases:
1. Cases prescribed by Presidential Decree in relation to investment in plant and equipment, such as process improvement and facility renovation, to improve productivity of an approved company;
2. Cases prescribed by Presidential Decree in relation to the building, relocation, enlargement, etc., of a factory following corporate restructuring of an approved company;
3. Cases prescribed by Presidential Decree in relation to management innovation activities for the launch of a new product or service of an approved company;
4. Other cases prescribed by Presidential Decree, which correspond to subparagraphs 1 through 3.
(3) Paragraphs (1) and (2) shall not apply where an approved company belongs to a conglomerate restricted from debt guarantee as at the time it submits a corporate restructuring plan under Article 9 or an amended corporate restructuring plan under Article 12, to the head of the competent authority.
(4) Detailed matters concerning standards, size, procedures, etc., of funding referred to in paragraphs (1) and (2), shall be prescribed by Presidential Decree.
 Article 29 (Support for Research and Development Activities)
(1) The State and local governments may fully and partially subsidize expenses incurred in research and development necessary for corporate innovation of an approved company in subparagraph 2 (b) of Article 2.
(2) Detailed matters concerning standards, size, procedures, etc., of subsidies referred to in paragraph (1), shall be prescribed by Presidential Decree.
 Article 30 (Support for Business Renovation of Small and Medium-Sized Businesses and High-Potential Businesses)
Where an approved company is a small or medium-sized business or high-potential business, the State and a local government may provide support for entering domestic and foreign markets, providing information, training of professionals, and providing managerial, technical, and accounting advice necessary for corporate restructuring.
 Article 31 (Support for Development of Aptitude and Employment Stability)
(1) Each approved company shall endeavor to prevent unemployment following corporate restructuring and develop the aptitude of employed workers, as prescribed by relevant statutes, such as the Framework Act on Employment Policy, and the Act on the Development of Vocational Skills of Workers.
(2) The Government may prepare a support plan, including the following programs, for employment stability of an approved company which implements corporate restructuring, employment stability, and the development of aptitude of employed workers:
1. Education for reemployment and education of workers on new jobs provided by work skill development and training facilities in subparagraph 3 of Article 2 of the Act on the Development of Vocational Skills of Workers, and institutions that support companies;
2. Support for employment adjustment referred to in Article 21 of the Employment Insurance Act and support for the development of work skills prescribed in Article 29 of the aforesaid Act;
3. Support for changing occupation to promote the stabilization of the livelihood of people who change their occupation during corporate restructuring, and promote their reemployment and business startups.
(3) Matters necessary for the details of support, companies eligible for support, procedures for support referred to in paragraph (2), shall be prescribed by Presidential Decree.
CHAPTER V SUPPORT FOR SOLUTION OF DIFFICULTIES DUE TO RESTRICTIONS
 Article 32 (Interpretation and Confirmation of Application of Statutes)
(1) Any company that intends to file for approval of a corporate restructuring plan, applicant company and approved company may request the head of the competent authority to verify the interpretation and application of statutes, local ordinances, administrative rules, etc. (hereinafter referred to as "statutes, etc.") which apply to the relevant corporate restructuring and relevant business activities as prescribed by Presidential Decree.
(2) Upon receipt of a request to provide verification pursuant to paragraph (1), the head of the competent authority shall process the requests for verification in accordance with the following:
1. Where a request for verification falls under statutes, etc., under the jurisdiction of the competent authority: The head of the competent authority shall notify the relevant company that has made such request, of the interpretation and application of statutes, etc., within a period prescribed by Presidential Decree not exceeding 60 days;
2. Where a request for verification falls under statutes, etc., under the jurisdiction of a relevant agency other than the competent authority: The head of the competent authority shall immediately notify the head of the relevant agency of a request for verification; and upon receipt of such request, the head of the relevant agency shall notify the head of the competent authority of the interpretation and application of statutes, etc., and within a period prescribed by Presidential Decree not exceeding 60 days the date on which he/she receives verification. In such cases, the head of the competent authority shall immediately notify the relevant company of such result;
3. Statutes, etc., concerning a request for verification are under the jurisdiction of at least two competent authorities: The head of the competent authority requested to provide verification shall follow procedures in subparagraph 1 or 2 after consulting with the head of another competent authority.
 Article 33 (Request to Improve Administrative Regulation by Means of Proposals Made by Companies)
(1) Any applicant company and approved company may request the head of the competent authority to improve administrative regulations (referring to administrative regulations referred to in Article 2 (1) 1 of the Framework Act on Administrative Regulations; hereinafter the same shall apply) on the relevant field of business, as prescribed by Presidential Decree. In such cases, any applicant company and approved company shall submit materials necessary to improve administrative regulations and matters concerning a plan, etc., to supplement adverse effects that may occur as at the time administrative regulations are improved, by means prescribed by Presidential Decree.
(2) Upon receipt of a request to improve administrative regulations referred to in paragraph (1), the head of the competent authority shall process such requests by applying the subparagraphs of Article 32 (2) mutatis mutandis thereto. In such cases, "interpretation and application of statutes, etc., referred to in Article 32 (2) 1 and 2 shall be construed as "whether it is possible to improve administrative regulations", respectively.
 Article 34 (Measures for Improvement of Administrative Regulations)
The head of the competent authority who has determined to allow the improvement of administrative regulations, the heads of relevant agencies, and the heads of local governments, shall officially announce details concerning the improvement of administrative regulations to be implemented, and establish measures necessary to improve the relevant administrative regulations in accordance with procedures prescribed by Presidential Decree.
 Article 35 (Filing Objections)
Any company that has an objection to a result notified under Articles 32 (2) and 33 (2), may file an objection with the head of the competent authority.
CHAPTER VI SUPPLEMENTARY PROVISIONS
 Article 36 (Entrustment of Affairs)
(1) The Minister of Trade, Industry, and Energy may entrust any of the following affairs under this Act to an institution exclusively in charge, corporation, or organization, as prescribed by Presidential Decree:
1. Fact-finding surveys and the collection and analysis of statistical data referred to in Article 8;
2. Affairs concerning applications for approval and approval for amendment to corporate restructuring plans referred to in Articles 9 and 12;
3. Affairs concerning funding to approved companies referred to in Article 28;
4. Affairs concerning support for research and development activities to approved companies referred to in Article 29;
5. Affairs concerning support for corporate innovation of approved companies referred to in Article 30;
6. Affairs concerning support for employment stability of approved companies and the development of the aptitude of workers referred to in Article 31.
(2) The Minister of Trade, Industry, and Energy may provide necessary administrative and financial support so that an institution exclusively in charge, corporation, or organization entrusted with affairs pursuant to paragraph (1), may efficiently conduct the relevant affairs.
 Article 37 (Confidentiality, etc.)
None of the following persons shall divulge confidential information he/she has learned in the course of his/her duties, to any third persons or use such confidential information for other than an official purpose: Provided, That the foregoing shall not apply where otherwise expressly provided for in other Acts:
1. Members of the Review Committee;
2. Public officials of the competent authority and relevant agencies;
3. Those entrusted with affairs pursuant to Article 36.
 Article 38 (Administrative Fines)
(1) Where a company obtains approval of a corporate restructuring plan by fraud or other improper means, it shall be subject to an administrative fine not exceeding 30 million won.
(2) Where an approved company fails to implement corporate restructuring within the period prescribed in its corporate restructuring plan without justifiable grounds, it shall be subject to an administrative fine not exceeding 20 million won.
(3) Where an approved company fails to fulfill an obligation to report as required in Article 11 (1), to submit data pursuant to paragraph (2) of the aforesaid Article, or to comply with a request to correct pursuant to paragraph (3) of the aforesaid Article, it shall be subject to an administrative fine not exceeding 10 million won.
(4) Where a person referred to in Article 37 violates the duty of confidentiality, he/she shall be subject to an administrative fine not exceeding ten million won.
(5) Administrative fines referred to in paragraphs (1) through (4) shall be imposed by the Minister of Trade, Industry, and Energy, as prescribed by Presidential Decree.
 Article 39 (Penalty Surcharges)
Where approval is revoked because an approved company falls under Article 13 (1) 2, the Minister of Trade, Industry, and Energy shall impose a penalty surcharge equivalent to three times the amount of monetary support prescribed by Presidential Decree, among the amounts of monetary support the relevant company received under the provisions of Articles 27 through 30 in accordance with the corporate restructuring plan.
ADDENDA
Article 1 (Enforcement Date)
This Act shall enter into force six months after the date of its promulgation.
Article 2 (Period of Validity)
This Act shall remain in force for three years from the enforcement date.
Article 3 (General Transitional Measures Following Expiration of Period of Validity of This Act)
This Act shall apply to support determined to be provided to an approved company before this Act ceases to be in force until the effect of support under this Act expires.
Article 4 (Transitional Measures concerning Post-revocation of Approval of Corporate Restructuring Plan and Penal Provisions)
(1) Provisions concerning the revocation of approval of a corporate restructuring plan referred to in Article 13 shall remain in force after the period of validity of this Act, and Articles 13, 14, and 39 shall apply while such provisions remain in force.
(2) Where an administrative fine is imposed for an act performed before the period of validity of this Act, provisions on the administrative fine as at the time such act is performed shall apply.
ADDENDA <Act No. 14075, Mar. 18, 2016>
Article 1 (Enforcement Date)
This Act shall enter into force on the date of its promulgation.
Articles 2 through 7 Omitted.
ADDENDUM <Act No. 14664, Mar. 21, 2017>
This Act shall enter into force on the date of its promulgation.
ADDENDA <Act No. 14839, Jul. 26, 2017>
Article 1 (Enforcement Date)
This Act shall enter into force on the date of its promulgation: Provided, That, among the Acts amended by Article 5 of Addenda, the amended part of an Act which was promulgated before the enforcement of this Act but the date on which it enters into force has not yet arrived shall enter into force on the enforcement date of the relevant Act, respectively.
Articles 2 through 6 Omitted.