거리의 철학자

Dear Elon, I’m writing as a long-term Korean Tesla shareholder. I wanted to share a specific tax issue that would affect ordinary Korean retail investors if Tesla and SpaceX were to merge or exchange shares. Under current Korean tax law, when shares of a foreign company are exchanged for shares of another company in a merger or reorganization, the exchange itself is treated as a taxable disposal. Korean investors would owe capital-gains tax (22% after a small annual deduction) on the unrealized gain, even though they receive no cash. The tax is calculated at the exchange price and must be paid in cash the following May. If the new shares later fall in price, the tax bill does not shrink. Domestic Korean corporate reorganizations receive tax deferral until the shares are actually sold. Qualifying U.S. reorganizations also defer tax for American shareholders. Korean holders of the same Tesla shares would be the only ones forced to recognize the gain immediately. For many long-term holders with large unrealized gains, this creates a real risk of having to sell a substantial portion of their shares just to pay the tax—especially if the share price declines between the merger and the tax due date. In the worst case, years of accumulated shares could be largely wiped out by a forced sale at depressed prices. This is not a criticism of any merger logic. It is simply a mismatch between Korean tax rules and the reality of cross-border share-for-share transactions. A petition is already circulating in Korea asking the National Assembly to extend the existing deferral rules to foreign-company reorganizations. If a transaction is seriously considered, two practical steps would greatly reduce harm to Korean retail holders: 1. Structure the deal, wherever possible, so that it qualifies as a tax-free reorganization under U.S. rules, and provide clear, timely disclosure of the exchange ratio and valuation so investors and their tax advisors can plan. 2. Publicly acknowledge the Korean tax asymmetry and support (or at least not oppose) a temporary or permanent deferral provision for Korean residents. Even a short statement that the companies are aware of the issue would carry weight with Korean policymakers and investors. Korean retail investors have been among the most consistent long-term holders of Tesla. Many of us bought and held through volatility because we believed in the mission. A merger that forces them to sell into a tax deadline would be an unintended and avoidable outcome. Thank you for taking the time to read this. I’m happy to provide further details or specific examples if useful. Respectfully, A Korean investor who wants to hold Tesla for a long time @elonmusk