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[세종=이데일리 김상윤 한광범 기자] When the Fair Trade Commission decided to designate Coupang as a’large corporate group without a total number’, controversy about reverse discrimination with Naver is arising. Naver also adopts a similar governance structure and management method as Coupang, but the GIO Lee Hae-jin is Korean, so he is designated as the same person (total number), and Coupang Chairman Kim Beom-seok is from the United States, so he was omitted from the designation of the total number.
It is pointed out that this is a problem arising from applying the old regulations that were applied to the chaebol in the past to IT companies with large differences in management methods without any special adjustments.
FTC, Naver designated’Lee Haejin’ ex officio
In 2017, the FTC decided that Naver’s same person was not’Naver Corporation’ but’Lee Haejin GIO (Global Investment Manager)’. It was considered that this GIO is the only major shareholder in the society to serve as an internal director and participate in practical decision-making. Although this GIO’s stake in Naver is small, it also reflects that it is the largest individual shareholder except for investors who do not have a purpose to participate in management.
Naver argued that the GIO’s stake in this GIO has been smaller than that of institutional investors such as the National Pension Service, and since it has established a management system centered on professional managers and the board of directors, it is not necessary to designate this GIO as the total number like the chaebol in the past. It was an opinion that the standard should be different from the existing chaebol, but the FTC did not accept it. Subsequently, in 2020, the GIO was even accused of missing a company it owned in the process of filing a large corporate group. The prosecutors’ prosecutors said they were not willful and imposed an unprosecution, but they had a severe’reporting ceremony’ according to the designation of the chief.
Coupang is the final decision maker, apparently by Chairman Kim. After Coupang’s listing, Chairman Kim’s stake is 10.2%. In terms of equity ranking, it is only 4th after SoftBank Vision Fund (33.1%), Greenox Capital (16.6%), and Neil Meta (Greenox Capital, 16.6%), but Chairman Kim’s stock is 100% Class B common stock. All. This is a differential voting stock with 29 votes per share, and Chairman Kim holds 76.7% of the voting rights after listing. It is natural to designate the total number considering the fact that it leads major decision-making. However, the FTC excluded Chairman Kim from designating the same person because the nationality was the United States.
An industry insider said, “Both Naver and Coupang have a transparent governance structure different from those of the past chaebols, and they choose a unilateral decision-making structure and a different board-centered management method. It doesn’t make sense to change the designation for a reason.”
There is a significant difference whether or not an individual other than a corporation is designated as the same person. If the same person is an individual, various information, such as blood relatives within 6 villages and the stock ownership status of persons within 4 villages, should be submitted centering on the same person. On the other hand, corporations only need to submit information on affiliates. A business official said, “The difference between the lawsuit and the total accusation is the difference between the sky and the earth.”
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Dongil-in, established in 1987, cracks in chaebol regulation
The Fair Trade Commission did not designate Chairman Kim as the same person because there was no precedent, but in fact, the Fair Trade Act has no definition, let alone the’same person’ standard.
The law only stipulates that a’corporate group is a group of companies whose business content is effectively controlled by the same person’. Whether or not’in fact control’, which is the criterion for designating the same person, was determined by the ownership ratio or control power in the enforcement decree. Even this is ambiguous, but there is no provision for the nationality of the same person.
An official from the FTC said, “There is no regulation on the definition of the same person, but if the US nationality is regulated, economic sovereignty (the power that the state exerts over economic life within its borders) could cause problems, so only Koreans have been designated as the same person.” said.
This is expected to remain a representative example of the cracks in the method of designating the same people in 1987 and the old chaebol regulations based on this.
Until now, taking into account the forward-looking management method between families, large corporate groups could be put into the FTC surveillance network by putting blood relatives within 6 villages and relatives within 4 villages, centering on the same person, to be regulated. This was to prevent the problem of the concentration of economic power in the total family. However, as IT companies that dominate the group through fictitious capital, such as circular investment, have grown into conglomerates, which are managed by the board of directors rather than the total number of individuals, the limitations of the existing chaebol regulations are clearly revealed.
A law firm official said, “It will be difficult for the FTC to radically change the chaebol regulations because some businesses still have the same method of circular investment and work as the past chaebols. In addition, we must actively seek a solution,” he said.