The truth of 450 trillion won hidden in the fog. Where is the boundary of responsibility between press releases and disclosures? [Graphics=Hanmi Daily]

The 'legitimacy' controversy is surfacing after Samsung Electronics announced a large-scale plan of '450 trillion won in domestic investment over the next five years' in the form of a press release on November 16.

The majority of Korean media outlets introduced this as the company's aggressive investment will. However, considering the format and timing of the announcement, the procedures and content, and the missing explanations, there are many questions that need to be asked.

The information disclosed on this day, with a specific investment amount of 450 trillion won and specified items and periods, is virtually treated as 'confirmed information' and has a high potential to be interpreted within the scope of legal disclosure.

Korea Exchange's disclosure regulations Article 7 and enforcement rules Article 6 stipulate that 'facility investments, large-scale investments, and plans that have a significant impact on management' are subject to immediate disclosure.

The scale of 450 trillion won, the expansion of DRAM and HBM production lines, the construction of AI data centers, and the hiring of 60,000 people are likely to meet the criteria for immediate disclosure.

Whether there is a disclosure violation is finally determined through the Korea Exchange → Financial Supervisory Service → Court, but it is difficult to predict the outcome easily, considering the environment where Korean-specific political discretion operates. And at this point, the most fundamental question arises.

"Why was a press release used instead of what should have been disclosed?"

If there was policy pressure from the government or coordination with political schedules, disclosure becomes a burden for the company. This is because responsibilities such as board approval, confirmation status, and the obligation to disclose future outlooks are attached.

On the other hand, press releases do not carry such burdens. Instead, they facilitate control over the timing and message of the announcement, increasing their political utility. This is why the background of this announcement being handled as a press release is suspicious.

sent Samsung written inquiries regarding the following seven points and requested a response.

△ Whether the scale of 450 trillion won is a confirmed matter or a forecast

△ Board approval status

△ Specificity and execution criteria of investment items

△ Application of safe harbor provisions for forward-looking statements (disclosure of future earnings, plans, expected risks, etc.)

△ Prior consultation or communication with the government/Presidential Office

△ Confirmation of the 60,000 hires

△ Basis for internal judgment on the timing of the announcement

However, Samsung's official response was a single line: "There is nothing we can comment on."

This silence is not merely an evasion but is deeply connected to the structural paradox created by the press release format.

Since a press release is not a legal disclosure, a company can freely adjust or distribute its content, but the moment that content functions as 'confirmed information' in the market, it acquires a similar effect to disclosure. In other words, it's a form of avoiding the burden of disclosure while gaining the effect.

Conversely, the moment any specific explanation is added to reporters' follow-up questions, this announcement is considered an 'active disclosure act' and enters the regulatory domain. In that case, issues such as board approval, investment confirmation, and the obligation to disclose risk factors could arise, making it difficult for Samsung to have options other than to remain silent.

This paradoxical structure led to Samsung's silence, and the cost of that silence is naturally being passed on to investors.

The figure of 450 trillion won itself is also questionable.

Samsung's average annual domestic investment has been around 40-50 trillion won. However, the figure mentioned in this announcement is nearly double the investment amount over five years. Even though the global semiconductor market has entered a recovery phase, it is a fact that it is difficult to say that a super-boom has resumed, which is a point that cannot help but raise questions.

Furthermore, the fact that such an investment plan emerged at a time when policy pressure from the government on companies and market expectations intersect naturally leads to suspicion of a political background.

The press release presents detailed items such as semiconductors, AI data centers, solid-state batteries, and regional development, but it lacks essential information about whether the plans are confirmed or tentative, the basis of assumptions, and the execution conditions. However, the market accepted this as a confirmed investment plan, and the government promoted it as a policy achievement. If any damage occurs, it will be borne by individual investors.

The problem becomes clearer when examining overseas standards following the Korean case.

While Samsung is not directly regulated by the U.S. Securities and Exchange Commission (SEC) or the UK Financial Conduct Authority (FCA), the key is not whether the regulations apply. The issue is that 'for confirmed information of this magnitude, disclosure, not a press release, is the norm in advanced markets.'

The U.S. SEC requires information that significantly affects a company's future financial condition, such as large-scale investment plans, borrowings, and facility expansions, to be disclosed through periodic reports (Form 8-K) or quarterly reports (Form 10-Q). If future outlook information is included, it must clearly state the safe harbor provisions.

The UK FCA also stipulates that information sensitive to stock prices must be officially disclosed through disclosure channels (RNS), and announcing large figures solely through press releases does not comply with FCA standards. The FCA specifically requires companies to disclose risk factors and uncertainties when presenting future information that could mislead the market.

The European Union's (EU) Market Abuse Regulation (MAR) also stipulates the principle of 'disclosing material information without delay' and determines whether disclosure is mandatory based on the nature of the information, not the format of the announcement.

In short, in major overseas markets, such large-scale investment announcements are in principle made through disclosure procedures, and if not disclosed, statements about future outlook or risk factors must be presented.

By these standards, Samsung's announcement is a highly unusual method even when compared to global practices. It throws out numbers without any accountability provisions, and it does not specify the risk warnings or the premises regarding investment certainty that are fundamentally required. From the perspective of advanced markets, this is an announcement that carries the risk of disputes, misunderstandings, and class-action lawsuits.

In financially advanced countries, procedures and regulations are specifically defined, but in Korea, where institutions have wide discretion in judgment, there is ample room for the intervention of political-economic collusion or power pressure.

There have been several instances in the past of a government requesting large-scale investment announcements and companies responding in the form of press releases. Given that this announcement also coincides with a specific political timing, we cannot help but ask about 'prior communication with the government or the Presidential Office'.

This is a matter that precedes political interpretation and is essential to confirm for the transparency of the economy and market. However, Samsung did not answer this question either.

Samsung is not directly subject to U.S.-style class-action lawsuits like overseas listed companies.

However, what is important is not the 'possibility' of a class-action lawsuit, but the fact that in advanced markets, class-action lawsuits have actually been filed when announcements of this magnitude were made through press releases. This is because it is a logical structure to hold companies accountable when market signals deviate from actual plans.

Ultimately, the 'gap in responsibility' again falls on the weakest party, individual investors.

If it is a world-class company, this announcement makes us think a lot about deviating from a practice of only seeking profits and avoiding responsibilities.

Talking about market transparency and fairness without breaking this practice is empty. What is needed now is to rectify this old structure that extends from the government-corporation-media chain, and this issue clearly shows where the starting point is.

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