We have many clients who find it advisable to enter the Korean market through joint ventures with Korean partners. In many cases, this structure makes commercial sense: the Korean partner brings local market knowledge, relationships, regulatory familiarity, and operational experience, while the foreign partner contributes capital, technology, branding, and/or international distribution. However, joint ventures in Korea generate a disproportionate number of disputes involving foreign investors. In our experience advising multinational companies, many of these conflicts do not arise from bad faith or intentional misconduct. Instead, they arise
Continue readingCategory: Korean M and A
IPG Legal Expert Opinions on Korean Law for Foreign Courts and Law Firms
As complex cross-border litigation, arbitration, and international transactions continue to increase in Korea, foreign courts and overseas counsel are frequently required to apply or assess Korean law and the Korean legal system. In such cases, accurate and nuanced interpretation of Korean statutes, judicial precedent, and regulatory practice is essential. IPG Legal regularly works with foreign lawyers and courts to provide expert opinions on matters governed by Korean law. We often appear in court and provide legal opinions worldwide. The Role of Korean Law Expert Opinions in Cross-Border
Continue readingDoing Business in Korea (by Tom Coyner: IPG Legal’s Senior Adviser)
IPG Legal’s Senior Business Adviser, Tom L. Coyner, has published the second edition of his book on Korean business. The book is entitled “Doing Business in Korea” and may be purchased through Amazon or at most bookstores in Korea. While the book was written a few years back, it is still a useful guide and should be on everyone’s bookshelves. The book is highly recommended reading for anyone with business interests in Korea. Sean Hayes has been noted as a contributor to the legal chapter of the
Continue readingShareholder Rights Disputes under Korean Law: Key Korean Supreme Court Cases
Shareholder disputes in Korea often revolve around a few recurring issues. The primary jurisprudence on shareholder disputes in Korea pertains to access to information, the duty and liability of directors, the fairness of control-related issuances, and exit/value protection through appraisal rights. For more information on Korean Corporate Law, please see: IPG Legal’s Korean Corporate Law and Compliance Archive. Below is a practical roadmap and guide based on recent and leading Korean Supreme Court holdings. Access to Information: Books & Records (KCA art. 466) in Korea In Korean
Continue readingRisks of Acquiring a Korean Corporation under Korean Tax, Employment, Accounting & Corporate Compliance Laws
The acquisition of a Korean corporation involves substantial risks that are, regrettably, often not fully vetted or understood, thus, leading to unknown risks, litigation, fines, and sometimes even criminal prosecutions. Acquiring an existing corporation in Korea involves several critical considerations, a nuanced understanding of the unique risks, pragmatic risk mitigation techniques, and unconflicted due diligence. Please hire an experienced lawyer and accountant in Korea with significant experience in risk assessment and please make sure you have a law firm that is not conflicted (serious issue in many
Continue readingSqueezing-out Minority Shareholders under Korean Corporate Law
The amended Commercial Code of Korea provides for “squeeze-out” rights for shareholders holding 95% or more of the shares of a company. This Korean law was promulgated in April of 2012. The law also provides for a right of minority shareholders of Korean companies to demand a “sell-out.” It seems possible, under the very vague wording of the amended clauses, for a sell-out to take place at the same time as a squeeze-out with the potential of conflicting appraisals and procedures. For a squeeze-out, in Korea, the
Continue readingForming a Joint Venture in Korea, China & Southeast Asia: Listen to My Mother
My mother often told me, when I was much younger, to look both ways before crossing the street; carry an umbrella in the spring; and don’t go out alone in the dark. The advice can go a long way for Korean companies doing business outside Korea and for expats doing business in Korea. As we all know, Korean companies and many foreign companies lament over the fact that it is nearly impossible for Korean companies, with the exception of the most savvy and cash-flush mega-conglomerates, to enter
Continue readingTop 100 Korean Lawyers & Legal Consultants in Korea
Sean Hayes, an attorney for the Top Korean Dispute Resolution Law Firm of the Year was rated by LawAsia, one of the leading peer-reviewed publications in Asia, as a Top 100 Lawyer in Korea. Sean Hayes is one of the only non-Korean attorneys on this Korean Lawyer “A-list” and the only non-Korean that was on the list each year the list was published. Sean Hayes is the first non-Korean attorney to have worked for the Korean court system (Constitutional Court of Korea) and one of the first
Continue readingAcquiring Shares in Closed Korean Corporations in Exchange for Products at Discount: Don’t Forget the Due Diligence in Korea
I just received a phone call from a prospective client with a wonderful product that has been offered a sweetheart deal. Whenever I hear that someone has received a no risk or sweetheart deal in Korea, a red flag immediately goes up in my head and I immediately request the client to let me do a couple of weeks of due diligence. One of the many, ubiquitous, sweetheart deals is ownership of shares in company in exchange for some benefit from the foreign partner. Too often, the
Continue readingDo you Need to Enter the Korean Market via a Joint Venture/Partnership?
One of the major parts of our law practice here at IPG Legal for international clients, in Korea, is the structuring of joint ventures and the resolution of joint venture disputes in Korean courts and through arbitration. I find, in many of these cases, the non-Korean party is not in need of a joint venture with a Korean party to succeed in Korea and the Korean party does not realize or has no intent in satisfying obligations under the joint venture agreements. The parties are commencing a
Continue reading
You must be logged in to post a comment.