Transaction Structuring

The first important step to facilitate a successful M&A transaction is to optimally structure the transaction at the outset, considering the jurisdictions of the parties, the target company’s industry, the acquirer’s internal objectives and tax implications of the proposed transaction.  We pride ourselves on assisting our clients to arrive at a tax-efficient and legally feasible optimal transaction structure.  Our M&A Tax Practice fully utilizes its vast resources to monitor and react to any changes in the law, legal and/or tax system, and the Korean authorities’ position, and suggest new and innovative deal structures reflecting such change to enhance and ensure efficiency on M&A transactions.

Due Diligence

Our Practice collaborates with the firm’s other practices, including legal, regulatory, labor, real estate, intellectual property, environment and finance to conduct a tax due diligence.  Our interdisciplinary team enables us to identify and resolve a comprehensive set of issues involving the target company, including through documentation and/or a customized PMI (Post-Merger Integration) process. 

Transaction Documents

With our extensive experience and know-how, we service our clients in drafting, reviewing and negotiating transactional documents to orchestrate a successful agreement by the parties on the key terms to achieve our clients’ objectives. 

Closing

Our Practice liaises closely with relevant government authorities to ensure smooth, successful closings of M&A transactions.  We also maintain and operate service teams to manage various corporate, antitrust, regulatory, real estate, intellectual property and other filings and registrations, obviating the need for our clients to engage third party service providers and enhancing our ability to successfully close transactions without compromising confidentiality.

PMI (Post-Merger Integration)

Our clients increasingly emphasize post-transaction integration, such as organizational restructuring, personnel reorganization, systems integration and other measures to create shareholder value and maximize managerial performance, to realize the upside and synergy effects envisioned at the outset of a M&A transaction.  Our Practice provides a comprehensive one-stop service for PMI matters, including assistance with successful PMI planning, in collaboration with the firm’s other practices, including legal, regulatory, labor, real estate, intellectual property, environment and finance.

Our M&A Tax Practice has handled many of the largest and most complex M&A transactions in Korea, including the vast majority of high-profile cross-border transactions.  We recently advised on the following transactions, among many others:

• Advised on Ford’s establishment of a US electric vehicle JV, BlueOval SK, with SK On.
• Advised on the acquisition of Samsung Bioepis by Samsung Biologics.
• Advised on the sale of Hugel by Bain Capital.
• Advised on the sale of eBay Korea by eBay.
• Advised on the sale of Starbucks Korea by Starbucks.
• Advised on the acquisition of Boston Dynamics by Hyundai Motor Group.
• Advised on the acquisition of ADT Caps by a consortium comprised of Macquarie Korea Opportunities Management and SKT.
• Advised on the acquisition of Toshiba Memory Corporation by a consortium including participants from South Korea, the United States and Japan.
• Advised on the acquisition of CJ HealthCare by Kolmar Korea.
• Advised on the acquisition of IFC Seoul by Brookfield Asset Management.
• Advised on the sale of Oriental Brewery by KKR and Affinity.