[비즈한국] As the March general shareholders' meeting season arrives for the first time since the enforcement of the amended Commercial Act, the handling of treasury stock is emerging as a core agenda item. The amended Commercial Act, which went into effect on the 6th, requires that treasury stock acquired by companies be cancelled in principle, mandating shareholders' meeting approval for any exceptional retention or disposal. The Ministry of Justice issued a practical guide, the 'Guide to the Amended Commercial Act,' on the 11th, and LS Securities identified the approval of treasury stock retention and disposal plans as a major point to watch in this year's general meetings on the 12th.
The change this shareholders' meeting season lies not just in the cancellation of treasury stock itself, but in the need for companies to explain more specifically which portions will be cancelled by when, and which portions will be retained for what purposes. According to the amended Commercial Act, newly acquired treasury stock must be cancelled within one year of acquisition, and existing treasury stock directly acquired before the law's enforcement must also be cancelled in principle by September 5, 2027, which is within one year and six months from the enforcement date. However, if they fall under the exceptions specified by law, such as employee compensation or management needs, a treasury stock retention and disposal plan can be prepared and submitted for shareholders' meeting approval to retain or dispose of the shares.
Large listed companies were the first to announce their cancellation scale. Samsung Electronics revealed in its business report on the 10th that it plans to cancel approximately 87 million shares of treasury stock during the first half of this year. On the same day, SK034730 also held a board meeting and decided to cancel 14,694,388 shares out of its 17,982,486 treasury shares, excluding those intended for employee compensation. The volume SK decided to cancel amounts to approximately 20% of its total outstanding shares.
The trend of treasury stock cancellation is spreading to other companies. Lotte Corporation004990 announced in a disclosure on the 4th that it has decided to cancel 5,245,461 common shares on March 31. SK Networks001740 also stated on the 10th that it would cancel about 20.71 million shares of its treasury stock, excluding about 3% intended for future hiring of key talent and employee compensation. Companies that previously maintained high proportions of treasury stock are successively unveiling their disposal directions immediately following the implementation of the law.
Conversely, some companies have placed plans for exceptional retention on the agenda for their general shareholders' meetings alongside cancellation. KCC002380 submitted an agenda item to cancel 1,174,300 shares out of its 1,532,300 treasury shares by September 2027, while retaining 358,000 shares for employee compensation purposes within four years. Under the amended Commercial Act, such plans require shareholders' meeting approval. Celltrion also initially submitted a plan to cancel 6.11 million shares, excluding about 3 million shares for stock option compensation, but later changed the plan to expand the proposal to cancel a total of 9.11 million shares.
The case of Samsung Electronics also illustrates the changes in this shareholders' meeting season. In a corrected notice of the general shareholders' meeting issued in February, Samsung Electronics included an agenda item for the approval of treasury stock retention and disposal plans, noting that the item could be discarded by board resolution before the shareholders' meeting date of March 18, depending on the progress of the Commercial Act amendment. This serves as an example of how companies are going through the process of realigning their treasury stock handling plans with shareholders' meeting agendas, business reports, and disclosure documents as the timing of the legal amendment and the finalization of shareholders' meeting agendas coincide.