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Corporate Finance

Overview

Kim & Chang’s Corporate Finance Practice is a team of attorneys, certified public accountants, and expert advisors with comprehensive knowledge, expertise and extensive hands-on experience in all areas relevant to corporate finance, including (i) financing; (ii) all funding and capital raising activities involved in business operations, such as acquisition/cancellation of treasury shares, reduction of reserves, corporate accounting, and approval of financial statements; (iii) improvement and streamlining of the corporate financial structure; and (iv) reimbursement of contribution including reduction of dividends and capital.

No matter what growth stage our client is in, corporate finance is a core issue.  Our Practice advises on all issues relevant to corporate finance.  In addition to helping our clients on their pending financial issues, we provide creative and comprehensive solutions tailored to the circumstances and needs of each of our clients on legal, tax and financial matters regarding their future capital and financial structures and assist them with relevant preliminary review and planning, detailed implementation, and secure and continuous follow-up.

Unparalleled Skills and Accumulation of Experience Across All Corporate Finance Affairs

In connection with corporate finance issues for the improvement and streamlining of financial structures, fund operations, and reimbursement of contributions, our Corporate Finance Practice not only conducts preliminary review on corporate finance-related issues in all aspects but also assists in preparing contracts and corporate action documents and in providing legal support on issues concerning the Fair Trade Law, the Capital Market Act and the Foreign Exchange Transaction Act.  Also, we have accumulated unparalleled skills and expertise to construct the most effective capital and financial structure for each of our clients and assist with preliminary review and implementation in connection with legal, tax, financial and strategic affairs.

Comprehensive Advice on Various Corporate Finance-Related Issues

Our Practice has successfully provided comprehensive expert advice on legal, tax, financial and strategic affairs to resolve routine/non-routine corporate finance issues faced by our clients.  We have a large pool of professionals capable of advising conglomerates overseeing multiple business units, medium-sized enterprises, all types of private funds as well as a variety of corporate groups, including financial and non-financial groups and financial-industrial groups, on various corporate finance issues not only from the legal perspective but also from the tax, financial and strategic perspective.

Innovative and Comprehensive Solutions

Corporate finance does not involve solely direct financial effects such as financing, funding or the size and cost of the return of contribution but also involves a variety of issues such as potential effects on control over the company, possible management engagement by investors and creditors, possible conflicts of interest with existing investors, potential regulations by the supervisory authorities, disclosure, and registry.  We conduct comprehensive review on each client’s equity structure, financial structure, business structure, transaction structure, competitive structure, and business plan to come up with innovative and comprehensive corporate finance solutions customized to the circumstances and needs of each of our clients.

Meanwhile, certain situations that bring changes to corporate finance require decision-making and/or the approval of the board of directors or general meeting of shareholders at a corporate action level.  In these situations, it is necessary to develop cogent arguments to persuade stakeholders including shareholders and creditors, and response strategies that take into account the position of proxy advisors.  Our Practice offers comprehensive solutions until the final stage while keeping in mind the effects that structural changes in corporate finance have on the market.

Furthermore, our Practice closely monitors legislative and regulatory trends relating to corporate finance to provide effective and advanced corporate finance services.

Provision of Comprehensive Advice in Cooperation with the Corporate Governance & Shareholder Disputes Practice

Advising on corporate finance may not only influence corporate finance issues but also issues relating to managerial control over a company and, in the long-term, the stability of corporate governance and shareholder-friendly policies.  In addition to giving legal, tax, financial and strategic advice on corporate finance issues, our Practice works hand-in-hand with the firm’s Corporate Governance Practice & Shareholder Disputes to give clients comprehensive assistance on achieving a stable operation of their businesses.  The Corporate Governance & Shareholder Disputes Practice advises on corporate governance restructuring, such as change of affiliate structure to demonstrate transparency in corporate governance, conversion into a holding companies, mergers, demergers, and spin-off mergers.
 

Key Servicesshow

Corporate Accounting System and Its Operation

Corporate accounting activities mostly concern matters relating to corporate accounting system operations.  Recently, many amendments have been made to laws and regulations to clarify and improve accounting policies, and new regulations have been introduced with regard to the appointment of external auditors and the operation of the internal accounting management system.  In addition, there have been cases where a number of stakeholders such as shareholders and creditors raised issues or disputes in relation to corporate accounting and finance.  Our Corporate Finance Practice provides legal advisory services for compliance with laws and regulations concerning corporate accounting system and operations as well as comprehensive advice on preemptive measures to prevent legal risks for companies and their management.

 

Exploring Financing Options, Finding Optimal Solutions and Supporting Implementation

There are various financing methods, ranging from equity financing to debt financing through issuance of corporate bonds or borrowing of funds.  There is also a financing method somewhere in between called mezzanine financing, which involves issuance of bonds with warrants, convertible bonds and exchangeable bonds.  Recently, the so-called perpetual bonds, hybrid capital securities and total return swaps are in wide use, adding even more diversity to existing corporate finance methods.  Among such various financing methods, we explore a number of options that can address the needs and situations of our clients and come up with optimum financing solutions for each of our clients based on comprehensive legal, tax, financial and strategic analysis.

 

Based on the optimum financing plan that has been selected, our Practice sets up detailed transaction timelines.  In addition to execution of investment-related agreements, financing may require compliance with public offering regulations such as submission of registration statements or undergoing of relevant disclosure and registration procedures depending on the financing method.  Also, in some cases, foreign exchange reporting, business combination reporting, other permits and approvals, and consultation with regulatory authorities can also be a problem.  Our Practice establishes specific and detailed financing timelines for transactions by reviewing various legal issues and assists clients in the implementation process.

 

Review of Major Corporate Action Issues and Support with Implementation

Corporate finance activities involve a variety of corporate actions such as acquisition/cancellation of treasury stocks, reduction of reserves, reduction in capital, approval of financial statements, and dividends.  Depending on the financial condition of individual companies, restrictions under contracts executed by individual companies, and laws and regulations applicable to individual companies, such corporate actions relating to corporate finance may give rise to a variety of issues such as feasibility, procedural restrictions, and disclosure/reporting.  Our Practice Group reviews major corporate action issues relating to corporate finance and sets up detailed implementation timelines based on such reviews as well as comprehensive support in connection with implementation of the approval process involving board of directors/general meeting of shareholders, report to the supervisory authorities, disclosure and registration.

 

Assistance in Revising Bylaws on Corporate Finance Activities and Reviewing Existing Contracts

Regarding corporate finance activities, there are cases that require a basis for the articles of incorporation in addition to legal basis or cases that require incorporation of provisions of applicable laws and regulations into bylaws or establishment of bylaws based on applicable laws and regulations.  Also, in some cases, it may be necessary to obtain consent from, or consult with, existing investors and creditors for certain corporate finance activities.  Our Practice assists with revisions of articles of incorporation and other bylaws that can become problematic in the course of corporate finance activities and ensures in advance that there are no elements in existing contracts that may restrict corporate finance activities.

Key Experienceshow

Our Corporate Finance Practice has advised a variety of clients ranging from small and medium-sized companies to affiliates under large corporate groups and financial holding companies and their subsidiaries.  Through this experience, our Practice has accumulated expertise and knowhow over the past 30 years to provide customized legal services to our clients.  As a result, we have become a front-runner in all corporate finance-related areas and are playing a leading role in many important corporate finance issues.

 

Capital Increase
  • Advised a number of listed conglomerates on capital increase.
  • Advised a number of financial institutions on capital increase.
  • Advised on a number of cases involving capital increase through debt-to equity conversion.
  • Advised on a number of cases involving capital increase through in-kind contribution.

 

Corporate Finance/Accounting
  • Advised a number of listed conglomerates on acquisition/cancellation of treasury stocks.
  • Advised a number of listed conglomerates on procedures for reduction of reserves.
  • Advised a number of listed companies on procedures for dividend distribution.
  • Advised a number of companies on revision of articles of incorporation and other bylaws.
  • Advised on a number of external audit and internal accounting control systems.
  • Advised on financial regulations such as equity ratio of financial institutions.

 

Corporate Governance Restructuring (in Cooperation with the Corporate Governance Practice)
  • Advised Group A on conversion into a holding company through a spin-off merger of a listed affiliate.
  • Advised Group B on conversion into a holding company by merging affiliates.
  • Advised Group C on corporate governance restructuring by merging affiliates.
  • Advised Group D on the establishment of a holding company.
  • Advised Group E on the establishment and operation of a holding company.
  • Advised Group F on corporate governance restructuring involving a spin-off of affiliates and establishment of a holding company.
  • Advised a number of medium-sized groups on establishment of and conversion into a holding company.
  • Advised a number of financial groups on business restructuring.
  • Advised on establishment and operation of a number of financial holding companies.

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