This Week's Risk Radar: The Threshold Is Not Inside the Company
Two regulatory moves landed within nine days of each other, on opposite sides of the Pacific and in opposite directions. Neither one changed a single figure on any company's financial statements. Both changed something a financial statement has never contained: who is permitted to reach a board. What happened In Korea, an amended Commercial Act makes cumulative voting mandatory from September 10 for listed companies with total assets above ₩2 trillion. Until now the mechanism existed — it entered the Commercial Act in 1998 — but companies could switch it off in their articles of incorporation, and most did. From September 10 they cannot. Where two or more directors are elected at once, a shareholder receives votes equal to shares held multiplied by seats being filled, and may pour all of them into one candidate. A path into the boardroom opens for holders who could never win a seat under straight voting. In the United States, the SEC submitted a proposed rule for interagency re...