The Legal 500

39 SAJIK-RO 8-GIL, JONGNO-GU, SEOUL 110-720, SOUTH KOREA
Tel:
Work +82 2 3703 1114
Fax:
Fax +82 2 737 9091
Email:
Web:
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

  • South Korea: Draft Act on Compensation and Relief of Environmental Pollution Damage

    The Korean Government has launched a government project to establish a system to compensate and insure against environmental pollution damage, and is pursuing the introduction of a legal relief system for environmental pollution damage. Such Government initiative is intended to address the current situation where environmental pollution accidents inflict serious damage on society due to the enormous amount of tax money that is required for curing the pollution, while companies that caused the accident sometimes go bankrupt because they cannot bear the financial burden of paying the compensation. Moreover, the victims of environmental pollution accidents are often unable to obtain proper compensation due to the burden of proving that their injury resulted from the pollution or due to the prolonged litigation process which is unavoidable in light of the nature of environmental pollution.
    - Kim & Chang

Legal Developments in South Korea

Legal Developments and updates from the leading lawyers in each jurisdiction. To contribute, send an email request to
  • Essilor’s Proposed Combination with an Optical Lens Maker in Korea is Blocked

    In its press release on March 17, 2014, the Korea Fair Trade Commission (the "KFTC") blocked the proposed acquisition of 50% shares by Essilor Amera Investment Pte. Ltd. (a subsidiary of Essilor International S.A., the largest optical lens maker in the world) in Daemyung Optical Co., Ltd. (the second largest optical lens maker in Korea) citing inter alia the likely lessening effect on price competition and the probable future abuses of the enhanced market power. On top of the expressed competitive concerns, the KFTC observed that allowing foreign firms to acquire local firms and turn them into their local sub-contractors worsens the competitive market structure of the domestic optical lens industry.
  • Recent Issues of Data Protection Regulation in Korea

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  • Comprehensive Measures to Protect Personal Data in the Financial Sector

    The following is a summary of the press releases made by the Financial Services Commission on 10 March 2014. These are action items and policies that the FSC and relevant ministries are seeking to implement. The following measures have developed from a series of measures previously announced since the data leakage from the three credit card companies were revealed last January.
  • Essilor’s Proposed Combination with an Optical Lens Maker in Korea is Blocked

    In its press release on March 17, 2014, the Korea Fair Trade Commission (the "KFTC") blocked the proposed acquisition of 50% shares by Essilor Amera Investment Pte. Ltd. (a subsidiary of Essilor International S.A., the largest optical lens maker in the world) in Daemyung Optical Co., Ltd. (the second largest optical lens maker in Korea) citing inter alia the likely lessening effect on price competition and the probable future abuses of the enhanced market power. On top of the expressed competitive concerns, the KFTC observed that allowing foreign firms to acquire local firms and turn them into their local sub-contractors worsens the competitive market structure of the domestic optical lens industry.
  • Ordinary Wage: After the 2013 Supreme Court Decision

    1. First Trial Court Decision on Employer's Good Faith Argument On December 18, 2013, the Supreme Court of Korea made an en banc decision that ordinary wage includes regularly paid fixed bonus amounts. The Supreme Court also expressly noted that if an employer is able to prove that (i) there is an agreement between the employer and the labor union that fixed bonuses are excluded from ordinary wages and (ii) paying employees for past underpayment of overtime wages will cause a substantial detriment to the management or a major threat to the existence of the company due to the unexpected financial burden, then employees' claims for past underpayment can be denied based on the principle of good faith. However, the Supreme Court did not provide specific criteria for such denial, which caused controversy over the definite scope of application of its judgment (please refer to our newsletter of December 19, 2013 in this regard).
  • Criminal Breach of Duty (Bae-im) under Korean Law

    Criminal breach of duty, or bae-im in Korean, is a typical crime on which owners, directors, officers or managers of corporations and businesses in Korea are frequently indicted. A person commits bae-im when he or she, in dealing with the affairs of another person, breaches his or her duty and obtains, or enables a third person to obtain, a pecuniary advantage through such breach, thereby causing a loss to the person to whom the duty is owed. Bae-im is similar to the concept of Untreue under German law, while bae-im is broader in scope than Untreue in that a mere attempt to commit bae-im is also punishable in Korea.
  • Greater Labor Protections for Non-regular Employees

    On September 19, 2014, the Act on Protection of Fixed-Term and Part-time Workers ("Temporary Workers Act") and the Act on Protection of Dispatch Workers ("Dispatch Workers Act") were amended to offer greater protections to non-regular workers. In particular, (i) employers will be subject to greater economic implications if they receive a corrective order for discriminatory treatment of non-regular workers and (ii) part-time workers will be entitled to receive compensation for any overtime work performed.
  • South Korea: Draft Act on Compensation and Relief of Environmental Pollution Damage

    The Korean Government has launched a government project to establish a system to compensate and insure against environmental pollution damage, and is pursuing the introduction of a legal relief system for environmental pollution damage. Such Government initiative is intended to address the current situation where environmental pollution accidents inflict serious damage on society due to the enormous amount of tax money that is required for curing the pollution, while companies that caused the accident sometimes go bankrupt because they cannot bear the financial burden of paying the compensation. Moreover, the victims of environmental pollution accidents are often unable to obtain proper compensation due to the burden of proving that their injury resulted from the pollution or due to the prolonged litigation process which is unavoidable in light of the nature of environmental pollution.
  • South Korea: KFTC Approves First Consent Decree

    On March 12, 2014, the Commissioners of the Korea Fair Trade Commission ("KFTC") approved a consent decree with Korea's major Internet portal companies, Naver and Naver Business Platform (collectively "Naver") and Daum Communications ("Daum"). This was the first time since its introduction that a consent decree was used to conclude a case before the KFTC. With this consent decree, the KFTC's investigation of Naver and Daum for their alleged abuse of market dominance ended without any finding of liability.
  • South Korea: Recent Developments in Broadcasting Regulations

    Recent regulatory developments in the ever-changing broadcasting environment are summarized below.