Yoon & Yang LLC

Mergers & Acquisitions

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Yoon & Yang’s M&A Practice Group renders various legal services related to mergers and acquisitions, sales of shares, and investments. Our Group provides professional and high-quality legal services by creating a task-force team tailored for each client, composed of not just M&A-focused attorneys, but also with attorneys specializing in the areas of finance, securities, antitrust, tax, labor, environment, intellectual property, foreign investment, foreign exchange, and other relevant areas pertaining to each transaction.

The Group has participated in major deals involving Ssangyong Motor Company, Hyundai E&C, Ssangyong Engineering & Construction Co., Ltd., Kyobo Life Insurance Co., Ltd., Dongah Construction, and Carrefour, and has achieved outstanding results.

Our Group provides a full spectrum of legal services necessary for M&A deals including transaction structuring, due diligence, drafting and negotiating agreements, and closing deals. The Group renders prompt and accurate advice and assistance, which is crucial when conducting M&A deals.
Based on ample experience and a client-oriented mindset, our Group provides industry-leading legal services with regards to M&A transactions.

Key Services

Transaction Structuring • Developing transaction structures in order to reduce tax burdens and optimize costs • Analyzing legality of transaction structures by examining relevant regulations under the Monopoly Regulation and Fair Trade Act, Financial Investment Services and Capital Markets Act • Compliance review of notifications, registrations, licenses, and public disclosure as required by applicable laws for each transaction structure • Preliminary analysis of general issues regarding labor, antitrust, finance and other areas applicable to each transaction structure Legal due diligence • Conducting legal due diligence on the target company’s assets, finance, business, agreements, approvals, labor matters, intellectual property rights, tax, environmental matters, disputes, and other areas • Examining legal issues and provide solutions to adjustment of acquisition price • Reviewing condition precedents, representations and warranties that should be reflected in agreements • Providing reports on the status of the target company • Devising solutions for negotiations Negotiating and drafting agreements • Drafting LOI, MOU, and M&A agreements • Providing legal services to negotiate the terms and conditions of agreements • Providing legal advice regarding corporate governance procedures necessary for the execution and implementation of M&A agreements, such as resolutions by the board of directors and general meeting of shareholders • Addressing affairs regarding the preparation and execution of the M&A agreements (e.g., filing reports, obtaining approvals, completing registration, etc.) Closing of deal and post-merger integration • Reports to or registration with relevant government authorities on behalf of clients including report of business combination, report of foreign investment, and registration of foreign-invested companies • Providing advisory services regarding required public disclosures • Providing advisory services regarding conditions precedent to the closing of transactions • Reviewing representations and warranties, and preparing disclosure list • Providing legal services for matters relating to transaction closing, including the convening of the general meeting of shareholders for transfer of shares, the alteration of entry in the registry of shareholders and the assignment of management control • Providing legal services for matters relating to post-merger integration • Providing legal advice on exit strategies

Representative Cases

• Acquired shares of Ssangyong Fire & Marine Insurance (currently Heungkuk Fire & Marine Insurance) on behalf of Taekwang Industrial Co., Ltd.
• Acquired shares of Carrefour Korea on behalf of E-Land
• Acquired shares of Dongah Construction on behalf of Prime Industrial Co., Ltd.
• Acquired shares of Incheon Petrochem Co., Ltd. on behalf of Incheon Petrochem Co., Ltd.
• Acquired shares and assets of SKC Haas Display Films (USA) on behalf of SKC Haas Display Films Co., Ltd.
• Acquired shares of Cheil Engineering Co., Ltd. on behalf of STX Heavy Industries Co., Ltd.
• Acquired newly issued shares of SK Syntec on behalf of SK Chemicals
• Acquired shares of SK Syntec on behalf of SK Chemicals
• Acquired shares of Woongjin Polysilicon on behalf of Mirae Asset Financial Group
• Acquired newly issued shares of Pantech&Curitel Communications, Inc. on behalf of Qualcomm Inc.
• Acquired newly issued shares of Pantech on behalf of Qualcomm Inc.
• Acquired assets of Noroo Logis Co., Ltd. on behalf of Noroo Paint & Coatings Co., Ltd.
• Acquired newly issued shares of KDS Hydro Pte., Ltd. on behalf of K-Water in the form of a consortium
• Acquired shares and assets of Harakosan Europe B.V on behalf of STX Heavy Industries Co., Ltd.
• Acquired the business (logistics division) of IBM Logistics Corp. and its global subsidiaries on behalf of Geodis Global Solutions Corporate S.A.S. and its global subsidiaries
• Acquired newly issued shares of Poshimetal Co., Ltd. on behalf of POSCO
• Acquired the business of Dong-Myung Steal Inc. on behalf of POSCO Processing & Service Co., Ltd.
• Acquired shares of Daesung Electric Co., Ltd., on behalf of LS Mtron Ltd.
• Acquired shares of Random House Korea on behalf of RHK Holdings Co., Ltd.
• Acquired the business of Dong-Myung Steal Inc. on behalf of POSCO Processing & Service Co., Ltd.
• Acquired the business (logistics division) of Hwasung Industrial Co., Ltd. on behalf of ELAND RETAL.Ltd.
• Acquired shares of C&Woobang Land Ltd. on behalf of E-Land Leisurevis Ltd.
• Acquired shares of CSL Ltd. on behalf of Medicine Company
• Sold shares of Hannuri Investment & Securities Co., Ltd. on behalf of Kookmin Bank
• Sold shares of NICE Information Service Co., Ltd. on behalf of NICE Holdings/ NICE Information & Telecommunication Inc./ NICE Total Cash Management Co., Ltd.
• Sold shares of Texon Co., Ltd. on behalf of KUTECH
• Issued new shares of Tatter & Company Co., Ltd. on behalf of Google Korea
• Sold shares of Huvis on behalf of SK Syntec
• Transferred assets of Schott AG on behalf of LG CHEM
• Sold shares of Krental Co., Ltd. on behalf of Krental Co., Ltd.
• Transferred the business of LS Mtron Ltd. on behalf of LG Micron Ltd.
• Acquired newly issued shares of Saerom Sungwon Industrial Co., Ltd on behalf of STX
• Acquired shares of Kukdong E&C on behalf of STX
• Acquired shares of Woolim Co., Ltd. on behalf of E-Land/STX
• Acquired shares of ST Pharm Co., Ltd. on behalf of Neoplux Co., Ltd.
• Issued new shares of Galaxia Electronics on behalf of Stadium Investment Limited
• Acquired existing shares and newly issued shares of Look Optics Co. on behalf of Neoplux Co., Ltd.
• Acquired shares of MDS Technology Co., Ltd. on behalf of Stick Korea Investment
• Transferred the Changwon plant of Dongah Constuction on behalf of Dongah Bolt Co., Ltd.
• Acquired shares of Wooree LED on behalf of Hana PEF No.1
• Acquired the newly issued shares of LST on behalf of New Growth Engine Green Future PEF
• Transferred the business of Honeywell International Inc. on behalf of Sampyo E&C
• Sold shares of KIMSCLUBMART Co., Ltd. on behalf of ELANDRETAIL
• Acquired shares of Daewoo ENTEC on behalf of LS Cables & System Ltd.
• Acquired newly issued shares of Li3 Energy Inc. on behalf of Posco Canada Ltd.
• Sold shares of Ssangyong Engineering & Construction on behalf of KAMCO
• Acquired shares of Hyundai Engineering & Construction Co., Ltd on behalf of Hyundai Group
• Acquired shares of Ssangyong Motor Company on behalf of Young An
• Sold shares of Saman Corporation on behalf of Lotte Engineering & Construction
• Acquired shares of THEFACESHOP Co., Ltd. on behalf of SK Chemicals