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Practice Areas

IR

IR stands for Investor Relations and refers to the activities through which a company provides management and financial information to investors and builds a relationship of trust with the capital market.

CONTENTS
  • 1. IR | The Concept and the Structure of Corporate Communication
  • 2. IR | Applicable Laws and the Regulatory Framework
  • 3. IR | Principal IR Activities and How They Operate
    • - IR Meeting
    • - Earnings Releases and Investor Communication
    • - Preparing and Managing IR Materials
  • 4. IR | Legal Risks Arising in the Course of IR Operations
    • - Managing Investor Relations and Dispute Risk
  • 5. IR | Developing a Corporate IR Strategy and Legal Counsel
    • - How Daeryun Law Firm Can Help

1. IR | The Concept and the Structure of Corporate Communication

IR | The concept and the structure of corporate communication

IR stands for Investor Relations and refers to a company's activities for conveying corporate information to investors and capital market participants and building relationships with them.

Through IR, a company explains its financial information, business strategy, growth potential, and management direction to investors, thereby communicating its corporate value to the market and earning investor trust.

IR is regarded as an important strategic activity in corporate management.

When a company does not provide sufficient information, the market struggles to assess its value accurately. Conversely, disclosing material nonpublic information or conveying inaccurate information can lead to a disclosure violation or an investor dispute.

For listed companies in particular, IR serves the following functions.

Category

Key Details

Information delivery

Conveying financial performance, business strategy, and management direction to investors

Corporate value management

Improving the market's understanding of corporate value

Investor relationship management

Building relationships with institutional investors, individual investors, and analysts

Capital market communication

Serving as a communication channel between the company and the capital market

IR activity goes beyond explaining corporate information; it directly affects a company's ability to raise capital and the market's assessment of it, making it an important management function.

Recently, the scope of IR has expanded further as it has come to encompass a wider range of information, including ESG management, sustainability reporting, and explanations of corporate governance.

2. IR | Applicable Laws and the Regulatory Framework

Although IR is a corporate communication activity, in practice it is an area governed by capital market regulation and the disclosure system.

Information that a company provides to investors may be subject to the Financial Investment Services and Capital Markets Act and the disclosure rules, and in certain situations it can give rise to criminal liability or administrative sanctions.

The principal laws directly related to IR are as follows.

Category

Key Details

Financial Investment Services and Capital Markets Act

Prohibition on the use of material nonpublic information, regulation of unfair trading

Financial Services Commission disclosure rules

Corporate disclosure obligations and fair disclosure rules

Korea Exchange disclosure rules

Standards for listed company disclosure and the provision of investor information

Commercial Act

Provisions on shareholder protection and corporate governance

If information a company provides during IR reaches a particular investor before disclosure, a fair disclosure violation can arise.

If a company's executives or IR staff trade in its shares using material nonpublic information, this can amount to insider trading under the Financial Investment Services and Capital Markets Act, and providing that information to a particular investor first can give rise to a fair disclosure violation.

For this reason, IR is regarded not as the sole province of a company's public relations department but as an area that the disclosure department, the legal department, and management must manage together.

3. IR | Principal IR Activities and How They Operate

IR | Principal IR activities and how they operate

IR takes many forms, and the way it is conducted varies with a company's circumstances and the capital market environment.

The principal IR activities are as follows.

IR Meeting

An IR meeting is a formal communication activity in which a company explains its business status and strategy to investors.

It is held for institutional investors, analysts, securities firm representatives, and others, and the company explains its performance, investment plans, and business strategy.

An IR meeting is a direct channel of communication between the capital market and the company, but the company must always review whether the information it provides is subject to disclosure.

For listed companies in particular, IR meeting materials are held to the same standard of accuracy as corporate disclosures.

This is because a fair disclosure violation can arise if the information provided at an IR meeting is material information that has not yet been disclosed.

Earnings Releases and Investor Communication

Through quarterly and annual earnings releases, a company explains its financial performance and business progress to investors.

The following information may be shared in this process.

· Revenue and operating profit

· Performance by business segment

· Future business strategy

· Investment plans

Earnings release materials and presentation materials are held to the same standard of accuracy as disclosure materials, and providing inaccurate information can lead to investor disputes.

Preparing and Managing IR Materials

Materials used in IR activities may be treated as the company's official information.

In preparing IR materials, therefore, a company should manage the following points.

Item to Manage

Key Details

Financial information

Whether it matches the accounting standards and disclosure materials

Business outlook

Whether any expressions are overstated

Investment plans

Distinguishing confirmed information from planned information

Market information

Whether it rests on objective grounds

If a company presents an overly optimistic outlook in its IR materials, it can mislead investors and, in some cases, lead to investor disputes.

A company should therefore work with its legal department when preparing IR materials to review the scope of the information it discloses.

4. IR | Legal Risks Arising in the Course of IR Operations

IR is a process of communication between a company and its investors, but because it is also an area governed by capital market regulation and the disclosure system, it can give rise to a range of legal risks.

Information provided during IR can influence investors' investment decisions, so depending on how and when it is provided, it can lead to administrative sanctions, criminal liability, or investor disputes.

The principal legal risks that may arise as a company conducts IR activities, and the resulting legal consequences, are as follows.

Type of Risk

Legal Consequence If It Occurs

Fair disclosure violation

Exchange sanctions for disclosure violations, penalty points, administrative sanctions

Use of material nonpublic information

Criminal punishment under the Financial Investment Services and Capital Markets Act, penalty surcharge

Provision of false or overstated information

Liability for investor damages, sanctions for disclosure violations

Investor disputes

Shareholder damages suits, potential class disputes

In particular, where the business outlook or management plans presented in IR materials diverge significantly from actual results, investors may bring damages claims against the company.

There is also the possibility of insider trading where company officers or employees who learn material nonpublic information during IR then trade in the company's shares.

A company should therefore approach IR not as a mere matter of investor briefings or public relations but as a function calling for an information management system that accounts for the disclosure rules and the Financial Investment Services and Capital Markets Act.

In particular, the IR department, the disclosure department, and the legal department should work together to set an investor response strategy and the standards for disclosing information in advance.

Managing Investor Relations and Dispute Risk

IR is a process of building a relationship of trust between a company and its investors, yet it also carries the possibility of investor disputes.

Representative examples of such disputes are as follows.

Type of Dispute

Key Details

Investor claims for damages

Gap between the information the company provided and actual results

Disclosure-related disputes

Delay in disclosing material information

Management control disputes

Conflict over voting rights among shareholders

Insider trading investigations

Trading on nonpublic information

In particular, where a business outlook a company has given investors diverges significantly from actual results, investors sometimes bring damages claims against the company.

When conducting IR, therefore, a company should build an information-provision system that looks beyond simple investor briefings to account for legal liability.

Internally, the IR staff, the disclosure staff, and the legal department should also work together to develop an investor response strategy.

5. IR | Developing a Corporate IR Strategy and Legal Counsel

IR plays an important role in a company's investment fundraising and corporate value management, but it is also an area where capital market regulation and disclosure obligations converge.

Because information provided during IR meetings, investor meetings, and analyst engagements can lead to violations of the disclosure rules or the Financial Investment Services and Capital Markets Act, a prior legal review is needed.

In developing an IR strategy, a company should review the following points.

Review Item

Key Details

Scope of disclosed information

Whether the information is subject to disclosure

Fair disclosure

Differences in the information provided to different investors

Disclosure schedule management

Coordinating the timing of disclosures and IR activities

Insider information management

A system for managing nonpublic information

When a company conducts IR activities on its own, it often finds it difficult to review the disclosure rules and the Financial Investment Services and Capital Markets Act at the same time.

It is therefore important to obtain advice from a legal professional from the IR strategy stage onward.

How Daeryun Law Firm Can Help

Because IR is an area where corporate management strategy and capital market regulation operate at once, it calls for a comprehensive legal review covering corporate law, the capital markets, and disclosure regulation.

At Daeryun Law Firm, corporate law and capital markets professionals work together to provide legal services across the full range of IR activities.

We support companies in the following areas.

· Legal review of IR materials and investor presentation materials

· Advice on fair disclosure and compliance with the Financial Investment Services and Capital Markets Act

· Advice on IR strategy for IPOs and investment fundraising

· Responding to investor disputes and shareholder rights disputes

· Responding to insider trading and unfair trading investigations

· Advice on ESG disclosure and corporate governance

IR is an important management activity that directly affects a company's investment fundraising and corporate value management.

At the same time, because it is an area where capital market regulation and disclosure obligations converge, strategic IR operations and legal risk management must go hand in hand.

If you need a legal review when developing an IR strategy or responding to investors, please use the 🔗corporate attorney consultation booking to arrange a consultation on the relevant matters.

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