(1) Where a company that satisfies the criteria prescribed by Presidential Decree in terms of the total assets or sales (referring only to large companies, in cases of a business combination conducted in the manner specified in subparagraph 3; hereafter in this Article referred to as "company required to report its business combination") or its related party conducts a business combination in any of the manners specified in subparagraphs 1 through 4 with another company that satisfies the criteria prescribed by Presidential Decree in terms of the total assets or sales (hereafter in this Article referred to as "partner company"); or a company required to report its business combination or its related party conducts a business combination in the manner specified in subparagraph 5 jointly with the partner company or its related party; and where a company whose scale is equivalent to the scale of the partner company, other than a company required to report its business combination, or its related party conducts a business combination in any of the manners specified in subparagraphs 1 through 4 with a company required to report its business combination; or a company whose scale is equivalent to the scale of the partner company, other than a company required to report its business combination, or its related party conducts a business combination in the manner specified in subparagraph 5 jointly with a company required to report its business combination or its related party; they shall report the combination to the Fair Trade Commission, as prescribed by Presidential Decree: <Amended on Feb. 6, 2024>
1. In cases where a company becomes to own at least 20/100 (or 15/100 for a stock-listed corporation under the Capital Markets and Financial Investment Business Act (hereinafter referred to as "listed corporation")) of the total number of shares issued by another company (excluding the number of non-voting shares under Article 344-3(1) and 369(2) and (3) of the Commercial Act; hereafter in this Chapter, the same shall apply);
2. In cases where a person that owns at least the percentage specified in subparagraph 1 of shares issued by another company becomes the largest investor by acquiring additional shares of the company;
3. In case of concurrently serving as an executive; provided, the following cases shall be excluded:a. Where he or she concurrently serves as an executive officer of an affiliate;b. Where the number of executive officers who concurrently hold office is less than 1/3 of the total number of executive officers of the company for which the executive officer concurrently holds office, and he or she concurrently holds office of an executive officer who is not the representative director;
4. Where he or she commits an act falling under Article 9(1)3 or 4 (excluding the case of merger or acquisition by transfer of business between a parent company and a subsidiary under Article 342-2 of the Commercial Act);
5. In cases of participating in the establishment of a new company and becoming the largest investor in the company.
(2) Where a company required to report its business combination or its related party conducts a business combination specified in paragraph (1)1, 2, or 4 with another company that is not comparable with the partner company in terms of the total assets or sales (hereafter in this Article referred to as "small acquiree"); or where a company required to report its business combination or its related party conducts a business combination specified in paragraph (1)5 jointly with a small acquiree or its related party; they shall report the combination to the Fair Trade Commission as prescribed by Presidential Decree only when all of the following requirements are met:
1. The total value paid or invested in consideration for a business combination (including payments or investments made by the relevant company through its related party) shall be at least the amount prescribed by Presidential Decree;
2. A small acquiree or its related party shall perform acts at a substantial level prescribed by Presidential Decree, such as selling or providing goods or services in the domestic market, or possessing or utilizing domestic research facilities or research personnel.
(3) Notwithstanding paragraphs (1) and (2), no report is required in any of the following cases: <Amended on Dec. 28, 2021; Jun. 20, 2023; Jan. 9, 2024; Feb. 6, 2024>
1. Where a venture investment company or a venture capital fund defined in subparagraph 10 or 11 of Article 2 of the Venture Investment Promotion Act becomes to own shares of a startup enterprise defined in subparagraph 3 of Article 2 of the Support for Small and Medium Enterprise Establishment Act (hereinafter referred to as "startup enterprise") or a venture business defined in Article 2(1) of the Special Act on the Promotion of Venture Businesses (hereinafter referred to as "venture business") at a ratio higher than or equal to the ratio specified in paragraph (1)1, or becomes the largest investor by participating in the establishment of a startup enterprise or a venture business, jointly with another company;
2. Where a new technology venture capitalist or a new technology venture capital fund defined in subparagraph 14-3 or 14-5 of Article 2 of the Specialized Credit Finance Business Act becomes to own at least the percentage specified in paragraph (1)1 of shares of a new technology business entity defined in subparagraph 1 of Article 2 of the Korea Technology Finance Corporation Act (hereinafter referred to as "new technology business entity"), or becomes the largest investor by participating in the establishment of a new technology business entity, jointly with another company;
3. Where a company required to report its business combination becomes to own at least the percentage specified in paragraph (1)1 of shares of any of the following companies, or becomes the largest investor by participating in the establishment of any of the following companies, jointly with another company:a. An investment company under Article 9(18)2 of the Financial Investment Services and Capital Markets Act;b. A company designated as a concessionaire of a public-private partnership project for infrastructure pursuant to the Act on Public-Private Partnerships in Infrastructure;c. An investment company established for the purpose of investing in a company under item b (limited to a company under Article 51-2(1)6 of the Corporate Tax Act);d. A real estate investment company defined in subparagraph 1 of Article 2 of the Real Estate Investment Company Act.
4. Where a company required to report its business combination becomes the largest investor by jointly participating in the establishment of a private equity fund under Article 9(19) of the Capital Markets and Financial Investment Business Act with other companies;(4) Paragraphs (1) and (2) shall not apply where the head of the relevant central administrative agency has had a prior consultation with the Fair Trade Commission about the relevant business combination in accordance with other statutes.
(5) Shares owned by related parties to the relevant company shall be aggregated for the purpose of calculating the ratio of shares owned or acquired, or determining whether the company or related party becomes the largest investor pursuant to paragraph (1)1, 2, or 5.
(6) A report on a business combination under paragraph (1) shall be filed within 30 days after the date of the business combination; provided, a report on any of the following business combinations shall be filed within a period beginning on the date prescribed by Presidential Decree, such as the date a merger contract is concluded, and ending on the date prior to the date of the business combination:
1. A business combination conducted in the manner specified in paragraph (1)1, 2, 4, or 5 (excluding cases prescribed by Presidential Decree) in which one or more large companies are involved;
2. A business combination conducted in the manner specified in paragraph (2).
(7) Upon receipt of a report filed pursuant to paragraph (6), the Fair Trade Commission shall review whether the business combination reported is subject to Article 9 within 30 days after the filing date of the report and shall give notice of the results thereof to the person who has filed the relevant report; provided, the Fair Trade Commission may extend the period by up to 90 days, where deemed necessary.
(8) No person required to report under the proviso, with the exception of the subparagraphs, of paragraph (6) shall own shares, file for merger registration, fulfill a contract for acquisition by transfer of business, or subscribe for shares, until the person is given notice of the results of review by the Fair Trade Commission under paragraph (7).
(9) A person who intends to conduct a business combination may request the Fair Trade Commission to review whether the business combination is categorized as practices substantially restricting competition, even before the reporting period under paragraph (6).
(10) Upon receipt of a request for review under paragraph (9), the Fair Trade Commission shall give notice of the results thereof to the person who has made the request within 30 days after the request; provided, the Fair Trade Commission may extend the period by up to 90 days, where deemed necessary.
(11) Where two or more persons are required to file a report under paragraphs (1) and (2), they shall jointly file a report; provided, where the Fair Trade Commission, upon request of one of the member companies of the business group to which the person required to file a report belongs, designates the relevant company as an agent to file a report on business combination, as prescribed by Presidential Decree, the agent may file a report thereon.
(12) Article 9(5) shall apply mutatis mutandis to the total assets or sales of a company required to report its business combination and its partner company under paragraph (1).