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39 SAJIK-RO 8-GIL (SEYANG BLDG, NAEJA-DONG), JONGNO-GU, SEOUL 110-720, SOUTH KOREA
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Work +82 2 3703 1114
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www.kimchang.com
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Kim & Chang advised AB InBev in USD 1.8 bil sale of OB - PE Deal of the Year, IFLR Asian Awards 2010

March 2010

At Kim & Chang, we offer unrivaled expertise on all aspects of public and private M&A transactions in Korea . Our Mergers & Acquisitions Practice Group is widely recognized in Korea and throughout Asia as the best of its kind, and our preeminence in this practice area has been recognized over the years through the quality of our deals. The following is a summary of the firm’s recent engagements in 2009. 

 

 

In March 2009, Kim & Chang represented Doosan Corporation when it sold its entire liquor business group to Lotte Liquor BG Co., Ltd., a new entity established by Lotte Chilsung Beverage, for 503 billion KRW.

 

In June 2009, Kim & Chang represented eBay KTA (UK) Ltd., a wholly-owned subsidiary of eBay Inc., in its US$1.21 billion acquisition of Gmarket Inc., a NASDAQ-listed leading retail e-commerce marketplace based in Seoul, Korea . This landmark transaction represents one of the largest cross-border tender offers for shares in a Korean company and employed an innovative structure to ensure compliance with U.S. and Korean securities and tax regulations. Kim & Chang and the Palo Alto-based law firm Cooley Godward Kronish LLP advised eBay on all aspects of the transaction, including M&A, employee benefits, intellectual property and tax matters.

 

Significantly, Kim & Chang's antitrust team successfully obtained approval for the transaction from the Korea Fair Trade Commission based on an analysis of benign effect on dynamic competition in the Korean retail e-commerce market.

 

In July 2009, Kim & Chang represented Anheuser-Busch InBev NV/SA, a Belgium based beer brewery, when it sold its 100% stake in Oriental Brewery Co., Ltd. for USD 1.8 billion with a call option with respect to 100% of Oriental Brewery Co., Ltd. and an earn-out tied to the performance of Oriental Brewery Co., Ltd.

 

In September 2009, Kim & Chang advised Doosan Heavy Industries & Construction Co., Ltd. (“DHI”), Korea’s leading manufacturer of power plants, when, together with its Czech subsidiary Doosan Heavy Industries Czech a.s., it entered into a definitive agreement for the acquisition of 100% of the equity stake in Škoda Power a.s., a Czech steam turbine manufacturer, from Škoda Holding a.s for 450 million Euros. This transaction is noteworthy for being one of a very few cross-border acquisitions by a Korean company this year notwithstanding the challenges created by the recent global financial crisis.

 

In November 2009, Kim & Chang advised on Korean legal and regulatory issues relating to MagnaChip Semiconductor Ltd., a Korean semiconductor manufacturer, in connection with the debt and equity restructuring of its ultimate parent company MagnaChip Semiconductor LLC and certain affiliates. MagnaChip Semiconductor LLC and certain affiliate companies in the US successfully emerged from voluntary Chapter 11 restructuring which commenced in June 2009. Upon completion of the restructuring, MagnaChip Semiconductor LLC and its affiliate companies significantly reduced their long-term debt (from approximately US$850 million to US$62 million), and Avenue Capital Management II, L.P. (“Avenue Capital”) became the controlling shareholder of MagnaChip Semiconductor LLC.

 

In December 2009, Kim & Chang acted as counsel to VOGO Fund and Korea Global Fund when they acquired shares of BC Card from Hana Bank and SC First Bank for KRW 194 billion, with the goal of acquiring management rights of BC Card. 

 

Kim & Chang

SEYANG BUILDING, 223 NAEJA-DONG, JONGNO-GU, SEOUL 110-720

Tel: Work +82 2 3703 1114

Fax: Fax +82 2 737 9091

Web: www.kimchang.com

Email: lawkim@kimchang.com

Legal Developments by:
Kim & Chang

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    On July 17, 2013, the Ministry of Justice issued an advance legislative notice of a proposed partial amendment to the Commercial Code in order to improve corporate governance. The proposed amendment is schedule to be submitted to the National Assembly in the latter half of this year after the advance notice period expires on August 25, 2013.  
    - Kim & Chang

Legal Developments in South Korea

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    Further to the Personal Information Protection Act ( PIPA ), the comprehensive data privacy law passed in March 2011 which will take effect on September 30, 2011, 1 the government has unveiled draft regulations to flesh out a number of the applicable requirements and standards. The drafts of the Enforcement Decree and the Enforcement Regulations, published on May 24, 2011, include significant requirements relating to data security, which, like other provisions, apply to any entity that handles personal information files for work purposes (referred to as “data handlers” below). Also now spelled out are various details concerning consent requirements, website sign-up rules, video camera restrictions, use of third party data handlers, reporting of leaks, and collective dispute mediation.
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  • Proposed Rule Changes to Spur Korean Hedge Funds

    Planned changes to financial sector regulations expected to take effect September 2011 The Financial Services Commission (FSC) of Korea is poised to implement a slate of regulatory changes that will ease a number of the current constraints, and clarify standards, for the formation and operation of domestic hedge funds. First announced in draft form in late June 2011, the changes to the presidential decree promulgated under the Financial Investment Services and Capital Markets Act (FSCMA) are for the most part expected to be finalized in August 2011, and to take effect in September 2011. The stated aim is to spur growth in Korean hedge funds, known technically as "collective investment vehicles aimed at qualified investors." The new rules will broaden the scope of eligible investors; ease current hedge fund operating limits such as the leverage cap; finalize eligibility criteria for hedge fund managers; and permit a wider range of prime broker activity, including securities lending for short sales. The rules remain subject to revision as they undergo final government review. The anticipated key rules, however, are as follows.        
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