[E-Daily Reporter kyoungeun kim ] The Financial Services Commission and the Korea Exchange released guidelines on dual listings on the 6th, complicating the calculations for companies that have been preparing for initial public offerings (IPOs) of their subsidiaries. With the decision to classify dual listings into three tiers and apply differentiated regulations, the outcomes vary widely from company to company.

◇Tightening the 'Threshold' for Split Listings... All Eyes on HD HYUNDAI
First, the core of these guidelines is the mandatory requirement for shareholder approval regarding IPOs of subsidiaries resulting from asset spin-offs, leading to assessments that the potential for a recurrence of the “split listing” controversy has been reduced.
According to the Korea Exchange, out of approximately 80 IPOs each in 2024 and 2025, duplicate listings totaled 7 (3 on KOSPI, 4 on KOSDAQ) and 12 (2 on KOSPI, 10 on KOSDAQ), respectively.
Among these, the cases that sparked controversy over “split listings”—such as those involving asset spin-offs—were HD HYUNDAI MARINE SOLUTION CO., LTD(443060), which listed on the KOSPI in 2024, and #TMC, a KOSDAQ-listed company. The rest were mostly listings of regular subsidiaries.
South Korea’s dual-listing ratio—calculated as the market capitalization of cross-holdings among listed companies relative to total market capitalization—reached 11.2% at the end of 2025, which is significantly higher than that of major overseas countries such as the United States (0.05%), Japan (4.0%), China (2.4%), and Taiwan (2.7%).
Once the guidelines take effect, listed companies must obtain the consent of the parent company’s shareholders when listing a subsidiary established through a spin-off; failure to do so will be deemed a lack of sufficient effort to protect investors.
The company drawing the most attention is HD HYUNDAI Robotics. As a robotics subsidiary spun off from HD HYUNDAI(267250)in May 2020, the listing process has effectively stalled since the selection of the lead underwriter. While the company could cite the growth potential of the robotics industry and the need for expanded investment as grounds for listing, it will be subject to the mandatory regulations as a spin-off subsidiary.
The criteria for shareholder approval require a majority of the voting rights of attending shareholders and the approval of at least one-fourth of the total issued shares. Shareholders holding more than 3% of the shares cannot exercise voting rights on the excess portion, and for the largest shareholder, the determination of whether holdings exceed 3% is made by aggregating the stakes held by related parties.
The role of the parent company’s board of directors has also expanded significantly. The board must assess the impact of the subsidiary’s listing on the parent company’s shareholders and devise measures to protect them. Subsequently, it must communicate with shareholders or confirm their consent through a general meeting of shareholders or equivalent procedures, vote on whether to approve or reject the subsidiary’s listing based on the results, and notify the subsidiary of its decision.
Shareholder protection measures must not remain merely declarative. The exchange cited examples such as cash dividends, treasury stock buybacks, in-kind dividends of subsidiary shares, enhancing parent company value through investment in new businesses and profitability improvements, and a commitment not to conduct additional stock splits or list other subsidiaries for a certain period. It also made clear that these must be concrete implementation plans detailing the timing, methods, and conditions for execution.
◇Resumption or Suspension of Major IPOs? The Calculations Have Become More Complicated
Attention is also focused on the moves of potential IPO candidates that have currently suspended their procedures, such as SK Eco Plant, SK Plasma, CJ Corp. Olive Young, and Lotte Biologics.
For general subsidiaries (as opposed to those resulting from a spin-off), obtaining shareholder consent under the “3% rule” is generally presumed to demonstrate sufficient efforts to protect shareholders; however, if such consent is not obtained, the company will be subject to an individual review by the stock exchange. This review comprehensively evaluates the need for fundraising, industry characteristics, the background of the relationship between the parent and subsidiary companies, and the subsidiary’s proportion within the group.
A financial investment industry official stated, “Major IPO candidates are expected to devise new strategies,” adding, “With the exception of some KOSDAQ-listed companies, procedures for major IPOs that would constitute dual listings have been completely suspended.”
Attempts to circumvent dual listing regulations by listing on overseas exchanges are also expected to be significant, as these guidelines apply equally to dual listings on foreign exchanges.
A prominent example of an overseas listing is the Nasdaq listing of Boston Dynamics (BD), a subsidiary of the HyundaiMotor Group, which has drawn significant attention. Obligations of the parent company’s board of directors—such as obtaining shareholder consent—apply in full even for overseas listings. As of the end of last year, the ownership structure was as follows: HyundaiMotor 28%, Chairman Chung Eui-sun 22.6%, KIA CORPORATION 17.2%, HYUNDAIGLOVIS Co.,LTD 11.25%, and HyundaiMobis 11.3%.
An official from the Financial Services Commission stated, “In accordance with the guideline stipulating that ‘all listed companies with multiple share classes are deemed parent companies,’ the five major obligations are imposed on all four companies.” However, since the actual listing review falls outside the Korea Exchange’s jurisdiction, the government’s plan is to ensure effectiveness by conducting a preliminary review of compliance with these obligations at the stage of securities registration statement submission to the Financial Supervisory Service.
Kim Yong-min, an analyst at HYUNDAI MOTOR SECURITIES, said, “While expectations regarding the confirmation of equity value are positive, it will be difficult to have the parent company’s equity fully recognized once the actual IPO takes place.” He added, “Given the conflict between concerns over dilution from the investment method and expectations regarding the confirmation of equity value, I take a conservative view on the current stock price level.”