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Capital Markets

"Unmatched expertise, experience, and professionalism in the South Korean market."
– IFLR1000 (2019)

Overview

The Capital Markets Practice comprises more than 80 professionals, including Korean attorneys, foreign legal counsels and other advisors who are experts in the financial market with experience in both the private and public sectors.

Working together with specialists from other various practices within Kim & Chang, our Capital Markets Practice has helped raise capital for companies in almost every industry sector through our representation of issuers, underwriters and investors in transactions of various types involving not only the traditional equity or bond offerings but also hybrid instruments (such as convertible debt, Tier 1 securities, bonds with warrants and other equity-linked securities) and derivatives.  Recently, our Capital Markets Practice has been at the forefront in advising various market players in connection with a variety of transactions ranging from equity issuances (IPOs in particular) and block trades to offerings of equity-linked securities in the Korean capital markets for both Korean and foreign companies in addition to securities offerings by Korean companies in the overseas markets.

Recognition in the Market

Our Capital Markets Practice has consistently been ranked as the top tier practice by numerous industry-wide publications, including the recent recognitions of “Tier 1” law firm by both the IFLR 1000 and Asia Pacific Legal 500 as well as the recognition of “Band 1” law firm by Chambers Asia-Pacific.

One-Stop Service with Well-Qualified Professionals

Our Capital Markets Practice offers efficient and prompt legal advice based on the expertise of its members, including Korean attorneys, foreign legal counsels and other advisors who are experts in the financial markets with experience in private and public sectors. Based on the demand for various types of structured finance products from clients, our Capital Markets Practice has been closely involved in finding practical solutions to the financing needs of the clients by providing advice on the securities related regulations. By taking advantage of our expertise in other practices such as Litigation & Arbitration Department and Tax Department, we have been able to provide comprehensive legal service to the client.  In addition, our Capital Markets Practice has maintained close relationships with reputable foreign law firms to fulfill the clients' needs for fundraising in the overseas financial markets.

Key Servicesshow

Listing of Equity on Foreign Stock Exchanges

Our Capital Markets Practice has assisted Korean clients in connection with the listing of their equity securities, both in the form of initial public offerings, and/or offerings of depositary shares, on overseas stock exchanges as well as dual-listing of equity shares on both the Korea Exchange (in the form of primary shares) and overseas stock exchanges (in the form of depositary shares).  In fact, our Capital Markets Practice has been involved in all of the four simultaneous dual-listings undertaken by Korean issuers to date.

 

IPO on Korea Exchange

Our Capital Markets Practice has provided legal advice to both issuers and underwriters in connection with their IPOs on the Korea Exchange.  Such issuers range from large financial institutions to start-up companies in the IT sector.  In addition, we have also actively participated in assisting foreign clients in connection with the listing of their equity securities (in the form of depositary shares) on the Korea Exchange.

 

Overseas and Domestic Offerings of Securities

Our Capital Markets Practice has advised numerous clients in cross-border offerings of securities, both debt and equity securities including convertible bonds, exchangeable bonds, bonds with warrants, Yankee bonds, Samurai bonds, and global and euro medium term notes.  Further, our practice has been actively involved in the offerings of Arirang bonds (Korean Won denominated bonds offered in Korea by foreign entities) and Kimchi bonds (foreign currency denominated bonds offered in Korea by foreign entities).  We have also actively participated in offerings of mezzanine-type securities such as redeemable (and convertible) preferred shares.  In cross-border transactions, we assist our clients in the structuring stage taking into account potential tax issues to customize the offerings to specific needs of the clients.

 

Block Trades and Derivatives

Our Capital Markets Practice has advised a number of clients in connection with secondary market transactions such as sale and purchase of shares through block trades and other financing transactions involving pledge of shares.  In addition, our practice has provided legal advice on various structured finance products including transactions involving complex derivatives.

Key Experiencesshow

In the past years, Capital Markets Practice has been involved in a wide range of transactions, representing domestic and foreign issuers as well as numerous multi-national investment banks as underwriters, including the following recent transactions:

 

Listing on Foreign Stock Exchanges
  • Concurrent Dual Listing: We have been involved in all four (4) of the concurrent dual listings, which are concurrent listing of shares on the KRX and DRs on an offshore exchange, by Korean companies to date.  These are the transactions by LG Philips LCD, Kumho Tire, Lotte Shopping, and the Macquarie Korea Infrastructure Fund.

  • Listing of DRs on NYSE: We have been involved in all of the eight (8) offerings by Korean companies with listings on the NYSE to date, which include listings by POSCO, KT, and Kookmin Bank.

  • Listing of common shares on Nasdaq: Thrunet was the only company to have offered common shares with a listing on NASDAQ.  We acted as issuer's counsel in this transaction which occurred in 1999.

  • Listing of DRs on Nasdaq: Hanaro Telecom, Gravity, and Widerthan.com, etc.

  • Listing of DRs on LSE: Samsung Electronics, Samsung Corporation, Hyundai Motor Corporation, and KT&G

  • Listing of DRs on TSE: We acted as issuer’s counsel for POSCO, the only Korean company to have offered DRs with a listing on the TSE.

  • DR listings on the SGX: Doosan Infracore, Hanwha Chemical Corporation.

 

Domestic IPOs on Korea Exchange
  • Listing on KRX: Samsung Card, STX Pan Ocean, On-Media, Hyundai HCN, Hi-Mart, CJ Hello

 

Listing on Korea Exchange by Foreigners
  • Korea Vietnam 15-1 Oil Overseas Resources Development Fund, SBI Mortgage and Shenglong PV-TECH Investment

 

Offshore Offering of Equity Related Securities
  • CBs: LG Philips LCD, LG Electronic. Curocom, and ASJ

  • EBs: KT&G, KDIC, Hyundai Motor Company, KT, INI Steel, and SK Telecom

  • BWs: New Tech Man

 

Offshore Offering of Debt Securities
  • Yankee Bonds: Korea Development Bank, Korea Exchange Bank, GS-Caltex, KT, and Daegu City of Korea

  • Samuarai Bonds: Korea Development Bank, Kookmin Bank, Industrial Bank of Korea, Posco, Incheon City of Korea, and Daegu City of Korea

  • Global/Euro Bonds, MTNs: Republic of Korea, Korea Development Bank, Korea Highway Corporation, LG Electronics, KEPCO, and Woori Bank

 

Onshore Offering of Debt Securities by Foreign Issuers
  • Arirang Bonds (Offering of KRW denominated bonds in Korea by foreign issuer): Asia Development Bank, International Bank for Reconstruction and Development, European Bank for Reconstruction and Development, and Singapore Power International

  • Kimchi Bonds (Offering of non-KRW denominated bonds in Korea by foreign issuer): Bear Stearns, Olympus Capital

 

Other Special Securities
  • Sub-bond (including Hybrid Bond): Korea Exchange Bank, Hana Bank, Kookmin Bank, Woori Bank, Standard Chartered First Bank, and CGM Korea

  • Redeemable Preferred Shares/Redeemable Convertible Preferred Shares: Shinhan Financial Holding Company

  • Capital Securities: Doosan Infracore, Korean Re, Hyundai Heavy Industries, KOGAS and Posco

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