[IB Tomato] (IB & People) Kang Jin-gu, Head of Corporate Governance Center at YK Law Firm
Demand for governance advisory expands after Commercial Act revision Reading the context is the key in management rights disputes Strengthening expert recruitment, including former professor Kim Hwa-jin
This article was published on the paid page of IB Tomato on July 29, 2026 at 06:00.
IB Tomato Reporter Park Ye-jin
The revision of the Commercial Act, which extends directors' duty of loyalty to shareholders, is expected to bring considerable changes to domestic corporate governance and the M&A market. The need to manage management-rights dispute risks in advance has grown, and an increasing number of large companies as well as mid-sized and small firms are knocking on the doors of law firms.
Kang Jin-gu, a lawyer who leads the Corporate Governance Center at YK Law Firm, is an expert with long experience in corporate law, M&A, and management-rights disputes. After graduating from Seoul National University College of Law, he earned an LL.M. from Duke University School of Law, served as an Army judge advocate, and worked as a partner at Lee & Ko. His time at global law firm Sidley Austin LLP's Los Angeles office also broadened his understanding of international transactions and disputes.
Kang has successfully led large-scale M&A projects for major companies including KT(030200), SK Telecom(017670), and Netmarble(251270), as well as major corporate disputes such as the management-rights disputes at Hanjin(002320) Group and Solgent.
Below is a Q&A with Kang Jin-gu, head of the Corporate Governance Center.
- You joined YK Law Firm's Corporate Governance Center as its head after working as a partner at Lee & Ko. What advisory areas are you focusing on most as center head, and what is your core strategy?
A. We are focusing on establishing a preventive corporate governance system. In the past, advisory work centered on responding after an issue or dispute broke out. Now, it is becoming more important to provide advice that helps companies build a system that secures procedural and substantive validity in advance from a corporate governance perspective.
With the Commercial Act revision extending the duty of loyalty of directors to shareholders, we are also concentrating on helping companies build an organic system that comprehensively reviews various considerations across decision-making. The center's aim is to provide one-stop solutions for corporate governance by connecting—rather than treating separately—tasks such as disclosures, management-rights disputes, and responses to activist shareholders as a single flow.
- You also worked at Sidley Austin, a global law firm. What impressed you most there, and how did that experience help you build strategies for fierce management-rights disputes such as Hanjin KAL and Solgent?
A. Sidley Austin is a top-tier global law firm famous as the place where the Obamas' relationship began. What impressed me was that U.S. lawyers do not cling to simple textual interpretation; they put significant effort into building broader legal principles or frameworks in their clients' favor. What I remember most is that they also put considerable effort into creating persuasive narratives about the overall context of a dispute and its concrete impact on the market, and then actively argued them. With that experience, I developed the insight to look at cases from a big-picture perspective and build strategies rather than fixating on specific regulations or precedents.
- You have handled numerous large M&As for KT, SK Telecom, Netmarble, and others. What do you consider the most important factor in M&A advisory?
A. I pay close attention to understanding what matters most to the client. For example, even in sell-side advisory, what is important differs by client: whether receiving a high sale price matters, whether so-called deal certainty matters, or whether it is important to avoid post-closing issues. It is important to identify concretely in advance what is most important to the client and design and negotiate the deal accordingly. Listening carefully to the client is also of the utmost importance.
- The recent Commercial Act revision has strengthened the duty of loyalty to shareholders. How do you think this regulatory change will affect future M&A deal structures and strategies for responding to activist funds?
A. As the duty of loyalty now extends to shareholders, it has become important to review how corporate decisions affect shareholders in every phase, including M&A and responses to activists. Previously, most people believed that when a controlling shareholder sold shares, target-company directors were naturally expected to cooperate. After the revision, depending on the specific facts, arguments can be raised that if ordinary shareholders would be harmed by the controlling shareholder's share sale, the target company's directors must fulfill their duty of loyalty by, for example, refusing to cooperate with due diligence. Unthinkingly following past practices now exposes companies to considerably higher legal risk.
- If due-diligence cooperation becomes harder, could the M&A market shrink?
A. M&A is fundamentally a transaction reached by agreement between the parties, so there is relatively less room for dispute than in management-rights battles. However, with the revised Commercial Act extending the duty of loyalty to shareholders, we cannot rule out cases where companies refuse due diligence. In the future, when a buyer requests due diligence, the target company's directors may refuse because of their duty of loyalty to shareholders. In that case, the buyer cannot conduct due diligence, making it impossible to evaluate the company in detail; in some cases, the buyer may even have to purchase additional shares held by ordinary shareholders. If such uncertainty and cost burdens increase, they could have a negative impact on the M&A market.
- Have any advisory areas actually grown since the Commercial Act revision? How tense are companies on the ground?
A. Demand for advisory services has increased significantly since the revision, and we are seeing more cases in which companies seek continuous advice on corporate governance as a whole, rather than one-off counsel. Recently, many mid-sized and small companies are also conducting preemptive reviews of their corporate governance. The fact that not only large companies but also mid-sized and small companies are taking an active interest in corporate governance and preparing improvement measures is one of the quite positive changes brought by the revised Commercial Act.
- In the past, cost burdens made it difficult for small companies to respond to governance issues. How has the mood changed recently?
A. As the economy has developed and society has advanced, things once thought to happen only to large companies—such as attracting outside investment or being targeted by activist funds—are now happening to mid-sized and small companies as well. The Commercial Act revision has heightened awareness, and the perception that mid-sized and small companies also need to manage corporate governance through various networks seems to be spreading.
- Apart from the Commercial Act revision, what legal trends are you watching closely on the corporate governance front?
A. I am keeping an eye on trends among institutional investors and proxy advisory firms. The strengthening of stewardship codes by institutional investors, including the National Pension Service (NPS), continues to be a hot topic. Because the votes of institutional investors can have a decisive impact in management-rights disputes, how to approach them from a stewardship-code perspective remains an important issue. Proxy advisory firms are also important because they significantly influence foreign investors in particular. I believe we need a good grasp of the trends at institutional investors such as NPS and proxy advisers like ISS and Glass Lewis in order to provide optimal solutions for clients.
- What is YK Law Firm's unique strength in corporate governance advisory?
A. YK's biggest strength is that, under the banner of client-centered service, it can provide one-stop corporate governance advisory and comprehensive responses in civil, criminal, and regulatory matters. Management-rights disputes and activist attacks and defenses are not limited to legal advice; they often spread in multiple directions, including commercial injunctions, criminal cases such as breach of duty, and responses to regulators such as the Financial Supervisory Service (FSS). YK also has strong civil and criminal litigation and regulatory response capabilities, enabling total solutions. As a younger law firm, it is quick in decision-making and has a high degree of client closeness. I think that agility—the ability to quickly devise and execute strategies in rapidly unfolding disputes—is a point of differentiation.
- What are your mid- to long-term goals and plans? I am curious about the blueprint for YK's Corporate Governance Center.
A. People tend to think corporate governance is something grand that only some large companies need to worry about, but in fact it is a decision-making system that every company should consider. The center's mid- to long-term goal is to help mid-sized and small companies, which have been somewhat marginalized in these discussions, improve their corporate governance, thereby contributing to the development of those companies and of society as a whole. Corporate governance is not limited to legal issues; it is a complex issue with significant meaning from management and social perspectives as well.
- Do you plan to work with experts from fields beyond law?
A. We plan to recruit more experts to approach corporate governance issues from a broad perspective and provide comprehensive corporate governance solutions. In particular, Professor Kim Hwa-jin has unrivaled expertise—he could be called a first-generation corporate governance scholar. Given his familiarity with global trends, I expect he will provide a more professional and wider perspective. In addition, because corporate governance goes beyond simple legal issues and has much to examine from economic and management perspectives, we plan to invite business-experienced experts who have worked on the front lines of management and expand collaboration with them.
Park Ye-jin, Reporter, lucky@etomato.com
