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Solidigm, the U.S.-based subsidiary of South Korea’s SK Hynix, has begun hiring dedicated personnel for a potential U.S. stock market listing. The company is simultaneously recruiting an executive-level director of corporate financial reporting and a senior technical accounting manager, with SEC reporting experience listed as a preferred qualification for both roles. The job postings explicitly reference establishing U.S. GAAP and non-GAAP reporting frameworks—requirements that apply only to publicly listed companies. This follows earlier reports that Solidigm had selected Goldman Sachs as its IPO underwriter. While SK Hynix maintains that “nothing has been confirmed,” the company acknowledged in SEC filings submitted in June that a subsidiary listing could negatively impact its share price. Analysts point to a zero-sum structure in which Solidigm depends entirely on SK Hynix’s Dalian fab for wafer supply, raising significant conflict-of-interest concerns post-listing. The listing would create what would be the world’s first five-tier dual-listing structure spanning SK Inc., SK Square, SK Hynix, AI Company, and Solidigm.
Key Elements
Solidigm, the U.S.-based subsidiary of South Korea’s SK Hynix, has begun recruiting dedicated personnel for a U.S. stock market listing. While the company publicly maintains that “nothing has been confirmed,” the job descriptions in its postings are directly tied to listing preparation, leading to interpretations that the company has effectively entered the practical implementation phase.
Solidigm is currently recruiting for two positions simultaneously: an executive-level “Director of Corporate Financial Reporting and Analysis” and a working-level “Senior Technical Accounting Manager.” The executive role’s core responsibilities explicitly include establishing GAAP and non-GAAP reporting frameworks required of U.S.-listed companies, as well as overseeing enterprise-wide consolidated financial statements. The working-level position is tasked with analyzing and reconciling accounting differences between U.S. GAAP and International Financial Reporting Standards (IFRS).
Notably, both positions list SEC reporting experience as a preferred qualification. Since private companies have no SEC reporting obligations, this signals that Solidigm is seeking personnel who can be immediately deployed to prepare registration statements and respond to regulatory review upon listing. This follows earlier foreign media reports that Solidigm had selected Goldman Sachs as its IPO underwriter, and the company now appears to be building out its internal organizational structure as well.
SK Hynix acknowledged the risks of a subsidiary listing in documents submitted to the SEC in June when it listed American Depositary Receipts (ADRs). In those filings, the company stated that “if a subsidiary is listed, a portion of the subsidiary’s value reflected in Hynix’s share price may be directly attributed to the subsidiary’s listed shares,” adding that this “could have a negative impact on the share price.” This is the so-called double-counting problem.
The company also disclosed that “the share of future profits and cash flows from subsidiaries that Hynix receives may decrease, and control over the subsidiary’s operations and strategic decision-making may be reduced.” After a listing, Solidigm would need to consider the interests of its general shareholders, making it difficult to push through Hynix’s decisions as it does today.
Conflict of Interest Born from a Zero-Sum Structure
Solidigm’s business structure is cited as a factor that heightens conflict-of-interest concerns upon listing. Solidigm cannot produce the wafers needed for NAND flash production itself and depends entirely on SK Hynix’s fab in Dalian, China. Conversely, wafer revenue from the Dalian fab comes almost 100% from Solidigm.
Under this structure, the wafer supply price is a zero-sum variable that moves the two companies’ profitability in opposite directions. Solidigm shareholders benefit from buying wafers cheaply, while Hynix shareholders benefit from selling them at high prices. Until now, this has not been an issue because Solidigm’s shareholder base was effectively limited to Hynix alone—regardless of how wafer prices were set, the profits ultimately flowed back to Hynix.
After a listing, the situation changes. Under U.S. law, Solidigm’s management would have a fiduciary duty to protect general shareholders, making it difficult to set wafer prices in Hynix’s favor. This structural problem is cited as one of the main reasons dual listings have virtually disappeared from the U.S. market.
Gains for the Chairman, Losses for Shareholders?
There are broadly two ways to raise external capital for Solidigm: list Solidigm directly, or have Hynix raise funds through a rights offering and inject them into Solidigm. The former carries dual-listing regulatory and litigation risks, while the latter is viewed as closer to global standards.
For a dual listing to be advantageous to the company, Solidigm shares would need to be sold at a higher valuation than Hynix shares. This presupposes that Solidigm’s NAND business would receive a better market valuation than Hynix’s core DRAM business. However, it is currently difficult to determine which side is more favorable. While the rising prominence of NAND-based enterprise solid-state drives (eSSDs) once pushed competitor SanDisk’s 12-month forward price-to-earnings ratio (PER) above 35x, it has recently fallen to around 7–8x, showing little difference from DRAM-focused Micron.
On the other hand, analysts suggest that SK Group Chairman Chey Tae-won is likely to benefit from a dual listing. If Hynix opts for a rights offering, SK Square—the largest shareholder—would need to participate to maintain its stake, creating a funding burden across the group. However, listing Solidigm would allow the company to raise necessary funds externally while maintaining the control chain running from “Chairman Chey – SK Inc. – SK Square – SK Hynix – AI Company – Solidigm” without additional capital injection.
Lee Nam-woo, chairman of the Korea Corporate Governance Forum, criticized the move, stating: “The Solidigm case clearly demonstrates that deviant behavior by major conglomerate chairmen continues even after the Commercial Act revision.”
Shareholder Protection Measures Are Key
Under current regulations, SK Hynix does not require domestic shareholder approval or a general meeting resolution to list its U.S. subsidiary. Therefore, the content of any “shareholder protection measures” the company develops on its own will likely be the central issue.
Chung Do-jin, a professor of business administration at Chung-Ang University, said: “It is important to persuade shareholders with numbers showing that the listing actually increases value for existing shareholders rather than diluting it. The key is explaining what percentage of Solidigm will be listed and at what valuation.”
SK Hynix stated in response: “If specific plans are reviewed, we will also examine the impact on existing shareholders and necessary shareholder protection measures, and provide sufficient explanation.”
Meanwhile, observers in the financial investment industry note that few securities firms have lowered their target prices for SK Hynix even as the stock has wavered following the Solidigm dual-listing controversy. One financial investment industryssuance markets, it is realistically difficult to publish negative reports related to Solidigm.”
If Solidigm completes a Nasdaq listing, it would create the world’s first five-tier dual-listing structure spanning “SK Inc. – SK Square – SK Hynix – AI Company – Solidigm.” While concerns about shareholder value dilution are growing among SK Hynix shareholders, there is also a substantial counterargument that large-scale capital raising in the semiconductor industry—where timely investment is critical—could ultimately enhance Hynix’s long-term value.
