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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. 


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Legal Developments by:
Kim & Chang

  • South Korea: Notice on Proposed Partial Amendment to Commercial Code

    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.  
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  • Further Korean Data Privacy Rules Announced

    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.
  • Korean regulator bans short selling to stabilize financial markets

    In a move to stabilize Korean financial markets that have been battered by last week's U.S. credit downgrade, the Financial Services Commission (FSC) announced on August 9, 2011 that it would impose a temporary ban on all short selling of listed securities traded on the Korea Exchange (KRX), including the main board KOSPI markets and secondary tech-heavy KOSDAQ markets. On August 10, 2011, the KRX adopted the prohibition on short selling for three months (August 10 to November 9, 2011). At the height of the global financial crisis in 2008, a temporary ban on all short selling had also been imposed in an effort to prevent short selling from destabilizing the local bourse. In June 2009, the FSC lifted the ban at least on covered short selling of non-financial stocks. Naked short selling is prohibited under the existing rules, so this temporary ban will have the effect of prohibiting all types of covered short selling of securities listed on the KRX such as stocks, convertible bonds, bonds with warrants, equity-linked warrants (ELWs), equity-linked funds (ETFs), warrants and beneficiary certificates (but not straight bonds).
  • Korean Regulator to Lift Short Selling Ban on Non-Financial Stocks

    The Financial Services Commission (FSC) announced that the three-month ban on all short selling of listed securities traded on the Korea Exchange (KRX) will be lifted on non-financial stocks starting from November 10, 2011, while the ban will be maintained on financial stocks for the time being due to their greater vulnerability to external factors such as euro zone risks. However, this remaining ban on financial stocks will not extend to short selling by liquidity providers to provide quotations, which will continue to be permitted. On August 10, 2011, the KRX adopted a temporary ban on all short selling for three months following the U.S. credit downgrade.
  • Korean merger control developments signal tighter review by regulators

    Capsule summary: Under amended business combination reporting rules effective from January 1, 2012, stock acquisitions by large companies will generally trigger prior review by the Korean Fair Trade Commission (KFTC). Other rule changes will allow a broader range of presumptively harmless transactions to use a simplified or fast-track merger review process, but at the same time the changes will permit closer scrutiny of anti-competitive effect in case of transactions that do not qualify for that process. Also, in a late 2011 ruling, the KFTC for the first time imposed corrective measures for an offshore business combination.
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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.        
  • Landmark labor case: Scope of ordinary wages

    On December 18, 2013, the Supreme Court of Korea held that the ordinary wages of employees of KB Auto Tech include fixed bonuses regularly paid. The decision impacts all employers in Korea, as ordinary wages are used to calculate overtime and compensation for unused annual leave, which may in turn impact severance pay. The following is a summary of the relevant issues.
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  • Key provision of Korean Industrial Technology Protection Act Declared Unconstitutional

    Korean Constitutional Court ruled that a key provision of the Act on Prevention of Divulgence and Protection of Industrial Technology (as established as Act No. 8062 on October 27, 2006, and before amended by Act No. 10962 on July 25, 2011, the "Industrial Technology Protection Act" or "the Act") is unconstitutional (July 25, 2013, 2011Heonba39).
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    Amendments to the Commercial Building Lease Protection Act (the "Act", and as amended, the "Amended Act") were promulgated on August 13, 2013.