FSC Proposes Revised Rules under FSCMA for Introducing Preliminary Book Building and Cornerstone Investor

The Financial Services Commission introduced a revision proposal for the Enforcement Decree of the Financial Investment Services and Capital Markets Act (FSCMA) and subordinate regulation on the issuance of securities and disclosure on July 30. The proposed rules change is intended to establish specific details regarding the introduction of preliminary book building and cornerstone investor under the revised FSCMA, which is expected to go into effect from November 13, 2026.

Preliminary book building allows bookrunners to survey market demand before a price band for IPO is determined through the disclosure of a securities registration statement. Allowing preliminary book building will help to more accurately reflect market demand and arrive at a more optimal price in IPO valuation. The cornerstone investor system allows the pre-allocation of shares from the portion of IPO shares allocated for institutional investors to those who have agreed to a lockup of at least six months. Introducing the cornerstone investor system will help to foment investor confidence in the IPO market by ensuring a steady engagement of institutional investors in advance for the medium- to long-term, while effectively addressing the problem of excessive price declines in publicly offered shares shortly after their IPOs.

(Eligibility)  The asset requirement for institutional investors qualified to take part in preliminary book building will be set at KRW30 billion or more in entrusted assets for private equity funds and discretionary investment business entities. At the same time, they will be required to have a minimum level of capacity for carrying out corporate valuation and for handling the internal management of undisclosed information.