Corporation Law

Overview

Kim & Chang has been recognized by Chambers Global, a legal media that identifies and ranks the most outstanding law firms and lawyers around the world, as “the best of the best,” “head and shoulders above the rest”, and “a benchmark for the other local firms, always providing effective and innovative solutions.”

Kim & Chang’s Corporation Law Practice provides in-depth advice on various corporation law issues based on extensive practical experience. Our experience covers incorporation of companies, financial structure of companies including issuance of shares and bonds, dividends, capital reduction, approval of financial statements and external audits, corporate governance including appointment of directors, transactions with related parties, management of general meetings of shareholders and meetings of the board of directors, remuneration for directors, liquidation of companies, investment in and operation of joint ventures, responding to minority shareholder activism, management rights disputes, and all types of civil/criminal proceedings including various injunctive measures and representative suits related to corporate governance and shareholders’ meetings.

Our Corporation Law Practice consists of attorneys who are familiar with corporation law that forms the basis of corporate operations, accountants who are familiar with financial accounting standards, corporate finance, external audits, and tax fields, as well as numerous experts who are well-versed and experienced in corporation law-related legislation, corporate financial structure, and governance practices in Korea. Our Practice is capable of providing efficient advisory services as well as creative alternative solutions based on extensive experience and know-how gained over many years of practice in order to meet customer needs.

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Key Servicesshow

Incorporation and Liquidation

incorporation of companies of various types, including stock companies, general partnerships, limited partnerships, limited companies and limited liability companies, etc., joint venture through shareholders’ agreement, amendment of the articles of incorporation, and liquidation of companies.

Corporate Finance

issuance and management of common and class shares, bonds, etc., dividends, capital reduction, acquisition and disposal of treasury shares, stock retirement, accounting treatment, and approval of financial statements and external audit.

Corporate Governance

operation of general meetings of shareholders, general meetings of class shareholders, board of directors and committees within the board of directors, executive officer system, transactions with related parties such as affiliates, appropriation of business opportunities, remuneration for officers such as base salary, performance pay, stock options, stock grants and retirement compensation, exercise of the rights of minority shareholders, and disclosure of corporate governance reports.

Business Group Reorganization

analysis and review of various corporation law issues related to determination and proceeding of transactions such as sale of management shares, merger, spin-off, business transfer, comprehensive share transfer and exchange, and squeeze-out.

Lawsuits and Disputes

lawsuits (preliminary injunction and main action) related to the incorporation of companies, issuance of new shares, capital reduction, resolution of general meeting of shareholders and the board of directors, directors’ business handling and performance of duties.

Key Experienceshow

The Corporation Law Practice has represented major listed companies, privately held companies, foreign joint ventures in Korea, as well as institutional investors and financial institutions, such as pension funds, asset managers, and private equity funds that invest in said companies. We are providing customized legal services to customers based on our 30 years of accumulated knowledge from such processes. As a leader in the field of corporation law, we continuously play a preeminent role in analyzing and advising clients on corporation law issues with regard to corporate operations and major transactions.

Advised on the determination of the company form and structure in connection with the joint venture between a Korean company and a foreign company, joint venture agreement and members’ agreement, and practical issues related to the incorporation of the company.
Conducted preliminary review of the structure related to the liquidation and reorganization of a large foreign company, and advised on practical issues related to the liquidation.
Advised a listed company on the issuance of class shares, issuance of new shares, capital reduction, handling of class shares with regard to merger, etc., and countermeasures against disputes.
Advised a foreign privately held company on the procedures for issuing hybrid bonds and related practical issues.
Advised a listed company on the overall shareholder return policies, including acquisition of treasury shares and regular and quarterly dividends.
Advised a foreign privately held company on the structure of and practical issues on capital reduction, stock retirement, and squeeze-out transactions.
Advised a foreign privately held stock company on the appointment of an external auditor, conduct of an external audit, approval of financial statements, and other relevant issues.
Advised a listed company on the convocation of a general meeting of shareholders, solicitation of proxy votes, explanation on and response to agendas of institutional investors, scenarios and rehearsals for the general meeting of shareholders, advised on the actual conduct of the general meeting of shareholders, and response to minority shareholders.
Advised a listed company on the implementation of projects for improving overall governance, including the operation of the board of directors and committees within the board of directors and the audit committee, improvement of relevant regulations and bylaws, and organization, operation and amendment of relevant regulations with regard to the departments supporting the board of directors, committees within the board of directors and the audit committee.
Reviewed the procedures for changing the terms and conditions of the class shares of a listed company, whether a general meeting of class shareholders is required, and advised on the conduct of the general meeting of class shareholders.
Advised a listed company on the projects for improving remuneration policies for its officers, including base salary, performance pay, stock options, stock grants and retirement compensation, and on the conduct of the meeting of the board of directors and the general meeting of shareholders approving said matters.
Advised a private equity fund investment company on the introduction of the executive officer system and operation of the board of directors, and improvement of the relevant articles of incorporation and internal regulations.
Advised a group of listed companies on the projects for improving corporate governance in order to improve the management of affiliates, transactions with related parties, and appropriation of business opportunities.
Reviewed the structure of reorganization transactions, such as the squeeze-out, of a foreign privately held company and advised on the implementation thereof.
Reviewed the structure of reorganization transactions, such as tender offer of shares and squeeze-out, of a foreign privately held company and advised on the implementation thereof.
Advised on applications for authoritative interpretation from relevant authorities, including the Ministry of Justice and the Financial Services Commission, with regard to corporate governance and financial structure.
Represented various companies in lawsuits (preliminary injunction and main action) related to the incorporation of companies, issuance of new shares, capital reduction, resolution of general meeting of shareholders and the board of directors, directors’ business handling and performance of duties.