Former Judge | Lawyer & Investor in Seoul | Corporate Governance, Shareholder Activism & Antitrust | Korean Equities & AI Semiconductorslopartner.com Seoul, South KoreaJoined April 2010
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SK hynix ($SKHY) has shelved the U.S. IPO of Solidigm.
Its shares jumped 4.4% in Seoul on Friday.
My question: Does listing a subsidiary unlock value—or risk diluting existing shareholders?
Growth matters. But so does who captures that growth.
Korea's Supreme Court clarified a key issue in proxy fights.
A temporary, revocable proxy for a specific meeting doesn't, by itself, trigger joint-holder reporting under the 5% rule.
As a former judge, I see this as an important ruling for shareholder activism.
Korea is considering a mandatory tender offer rule.
But under one proposal, a buyer could acquire a 40% controlling block and then offer to buy only about 10% more.
What about the remaining shareholders?
Shouldn't everyone have a fair chance to share in the control premium?
Korea's corporate governance rules are changing.
Since Sept. 10, listed companies with assets of ₩2 trillion or more can no longer opt out of cumulative voting.
Minority shareholders now have a stronger path to board representation.
The 2027 AGM season could be fascinating.
Is this time different?
Samsung ($005930.KS), SK hynix ($SKHY), and Micron ($MU) are benefiting from AI-driven memory demand.
But memory has always been cyclical.
The real question: Has AI structurally changed the industry's pricing power?
A subsidiary IPO may unlock value on paper while destroying value for parent-company shareholders.
SK hynix ($SKHY) made the right decision on Solidigm.
As an investor, I care about value per share, not just corporate expansion.
SK hynix ($SKHY) has halted Solidigm's U.S. IPO plans.
A win for existing shareholders.
Growth should create value for shareholders, not come at their expense.
Management made the right call.
#SKHY#ShareholderValue
Good question. Solidigm explains part of why the gap between SK hynix (KRX: 000660) $SKHY and Micron $MU widened lately, not why Korean memory is cheap to begin with.
Korean stocks overall trade at about 4x forward earnings, vs. roughly 15x in Japan and 19x in the US. The market still treats memory as boom-and-bust and wants proof these earnings last past 2028, and foreigners have been net sellers this month. All of that hits Samsung (KRX: 005930) too.
SK hynix is still a bit cheaper (3.2x vs. 3.6x), and as of this morning the Solidigm IPO is off the table for now.
Well, that was quick.
SK hynix (KRX: 000660) $SKHY says Solidigm has stopped working on both a pre-IPO round and an IPO. The filing went up at 7:33 this morning, Seoul time, and the official reason is capital market conditions.
Still, the timing is hard to miss. Just yesterday, Korea's FSC chairman told lawmakers a Solidigm Nasdaq listing would fall under the new duplicate listing rules, and that the parent companies would have to work through all five shareholder-protection duties first. Three days ago, the board of Myoung Shin Industry (KRX: 009900) voted down a Nasdaq IPO for its US unit under the same rules.
Quick recap: this started with an Aug. 5 report about a 5 trillion won pre-IPO round. Back then, the company said nothing had been decided. By late September, Reuters was reporting a possible valuation of up to $150B and a $15B raise. Minority shareholders pushed back. So did the Korea Corporate Governance Forum. Then the regulators weighed in.
For SK hynix holders, that's one big overhang gone, at least for now. iM Securities had flagged the Solidigm talk as one reason SK hynix trades at such a steep discount to Micron $MU.
Next up: Q3 earnings on Oct. 28.
#SKhynix#Solidigm
Same company, two prices.
SK hynix (KRX: 000660) $SKHY ADRs have been trading way above the Korean shares. Ten ADRs equal one Korean share, so you multiply the ADR price by 10, convert at the won rate, and compare.
How the gap has moved, on closing prices (Newsway's numbers):
- July 10, listing day: 15.9%
- July 31: 21.3%
- Sept. 30: 40.3%
- Oct. 13: 45.4%
It even touched about 51% a few days after the listing. And it kept widening while the won strengthened from the 1,500s to the 1,350s per dollar, which should have pulled the ADR's won value down.
So why doesn't arbitrage close it? The pipe only really flows one way. You can turn ADRs into Korean shares, but turning Korean shares into ADRs only works within the 17.79 million shares issued for the listing. Nobody can buy the cheap Korean stock and sell the pricey ADR at scale.
Flows split too. Global money, passive funds and Korean retail buying US stocks piled into the ADR, while the Korean shares got hit by foreign selling.
For comparison, the premium on TSMC $TSM ADRs has averaged around 16-19%. Other Korean ADRs like POSCO Holdings (KRX: 005490) $PKX, KB Financial (KRX: 105560) $KB and Shinhan Financial (KRX: 055550) $SHG trade within about 2% of their local shares.
The fixes people talk about are more ADR issuance, which SK Group chairman Chey Tae-won has floated, and the 40 trillion won buyback. Nobody's sure either one actually closes the gap.
So which price is right? Bulls say the US is pricing SK hynix the way Korea should. Skeptics say it's a listing premium, and the two prices converge once the Korean market calms down.
#SKhynix#ADR#KoreaDiscount
Tesla ($TSLA) is reportedly putting up about $830M (₩1.1T) for a dedicated AI chip substrate line at Samsung Electro-Mechanics (KRX: 009150).
It’s an FC-BGA line going into their Sejong plant in Korea. Tesla’s money covers roughly a quarter of the ₩4.27T (about $3.2B) expansion they announced there in September.
Construction should wrap up by the end of 2027, mass production starts in the second half of 2028, and Tesla gets five years of supply, 2029 through 2033.
The substrates are for the AI chips in Tesla’s self-driving cars and Optimus.
(Maeil Business Newspaper, exclusive)
Musk confirmed that SpaceX ($SPCX) and Tesla ($TSLA) are looking at a merger. Both boards have set up special committees, and nothing is agreed yet. If it goes through, it would be the largest merger ever, at more than $3.5T in combined value.
What merger filings would it take? Quick rundown:
Korea: Even a deal between two foreign companies needs a KFTC filing if each side has at least KRW 30bn in Korean sales. Tesla ($TSLA) clears that easily. For SpaceX ($SPCX), it comes down to Starlink Korea, X and other local revenue. At this size, the filing has to come before closing, and they can't close until the KFTC clears it (30 days, extendable by up to 90).
US: An HSR filing and a 30-day wait, longer if the agencies issue a second request.
EU: A merger filing, and most likely a separate Foreign Subsidies Regulation filing too. Service contracts with non-EU governments count toward that threshold, and SpaceX ($SPCX) has plenty of them with Washington.
China: Tesla ($TSLA) meets the thresholds. Whether SpaceX ($SPCX) does depends on its China revenue, and SAMR can call in a deal even below them.
Japan, the UK (national security) and Australia are also on the checklist.
The real antitrust question probably isn't overlap. It's the vertical and conglomerate effects: Starlink in cars, Grok in Optimus.
SK hynix $SKHY, Samsung and Micron $MU on 12-month forward P/E:
- SK hynix 3.2x
- Samsung 3.6x
- Micron 5.9-6.9x
(SK hynix and Samsung: FnGuide, Oct. 14. Micron: iM Securities, Sept. 23-Oct. 12)
The HBM leader, with 56-58% share in 1Q26, is the cheapest of the three. Samsung just reported a record 107 trillion won in preliminary Q3 operating profit, and its forward P/E is still below its 2018 low of 6.19x.
The market isn't doubting today's earnings. It's doubting whether they last past 2028, and it still treats memory as boom-and-bust. Foreign investors also net sold over 18 trillion won of KOSPI stocks between Oct. 6 and 15.
So it comes down to proving durability. SK hynix's Q3 report on Oct. 28 is the first test.
#SKhynix#Samsung#Micron
Is SK hynix $SKHY too cheap next to Micron $MU?
On 12-month forward earnings, SK hynix trades at 3.7x. Micron is at 5.9-6.9x (iM Securities, Oct. 12). That's a 60% premium for Micron on the same earnings.
- HBM share: SK hynix 56-58%, Micron 21-22% (1Q26)
- DRAM revenue share: 25% vs. 24%, basically even (2Q26, Counterpoint)
iM's point: if this were about the memory cycle, Micron, with more commodity exposure, should have derated first. Instead the gap widened again on foreign selling and talk of a Solidigm IPO. Both are Korea-specific.
SK hynix reports Q3 on Oct. 28. If new shareholder returns come with it, that could start to close the gap.
#SKhynix#Micron#KoreaDiscount
SK hynix $SKHY would have to follow Korea's new duplicate listing rules to take Solidigm public on Nasdaq, regulators say. The first company tested under those rules just said no.
On Oct. 19, FSS Governor Lee Chan-jin told lawmakers both regulators see a Solidigm US listing as running afoul of the rules. On Oct. 22, FSC Chairman Lee Eog-weon said SK Square and SK hynix, as parents, must meet the five board duties the guidelines set out, from assessing the impact on shareholders to consulting them and disclosing each step. Overseas listings are covered.
In between, auto-parts maker Myoung Shin Industry became the first test case. On Oct. 20 its board voted down a Nasdaq IPO for Simwon America, a US unit that supplies Tesla $TSLA. No shareholder vote was required, since Simwon wasn't split off from the parent. A survey was enough.
The objections sound familiar:
- dilution and a deeper holding-company discount
- stacked listings: 3 of 4 companies in MS Group's chain would be public, 4 of 5 in SK's (SK Inc. → SK Square → SK hynix → AI Co. → Solidigm)
- raising cash it doesn't seem to need ($39.4M on hand at end-June vs. ~$23.9M in expected net proceeds)
The legal hook is Article 382-3 of the Commercial Act. Since July 22, 2025, directors owe a duty of loyalty to shareholders, not just the company. Before that, the Supreme Court treated shareholder losses as separate from company losses (Everland CB case, 2009 en banc, 2007Do4949), leaving parent-level dilution hard to pin on directors.
Korea can't block a Nasdaq listing directly, so it comes down to the parent's board. Myoung Shin just set the bar.
SK hynix says nothing's decided. But Reuters has reported a valuation of up to $150B and a ~$15B raise. That's a lot to explain to shareholders.
If it goes ahead, SK hynix's board will have to ask its shareholders too.
Sources: The Asia Business Daily (Oct. 21), National Assembly audits (Oct. 19, 22), Reuters (Sept. 25), Simwon America SEC filing
#SKhynix#Solidigm#KoreaDiscount
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