Corporate and M&A: foreign firms in South Korea

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton has an enviable reputation in the corporate and M&A market, which is due to its longstanding track record of acting for Korean and non-Korean clients on their most premium, complex and significant transactions. It has acted on over $17bn of completed deals involving Korean companies since 2007. Further underlining its credentials, the firm has acted for a number of large conglomerates for over 20 years, including Samsung Group, GS Group and SK Group. On the private equity side, entities such as the Blackstone Group and MBK Partners (and its portfolio companies) are key clients. Reflective of the firm's prominence in high-end deals, team head Sang Jin Han and associate Kelly Hyunsoo Jin recently acted for Hanon Systems on its acquisition of Magna International's global fluid pressure and controls business. Another mandate involved advising CJ CheilJedang on its $1.7bn acquisition of a controlling 70% stake in Schwan’s Company after a carve-out of its Home Service business. Jiun Kim is another key associate.

Practice head(s):

Sang Jin Han

Other key lawyers:

Kelly Hyunsoo Jin; Jiun Kim

Testimonials

The M&A team in the Seoul office is led by Sang Jin Han, who is an experienced and diligent partner. He is knowledgeable about legal issues, tenacious in negotiation and articulate in drafting

Sang Jin Han does not miss an issue in negotiations

The firm combines global insight with local market awareness

Sang Jin Han is a world class attorney. He is very commercial, with a laser focus on the key issues. Kelly Hyunsoo Jin is also top notch. She is highly attentive to client’s needs and concerns, but also provides objective opinions

Sang Jin Han is probably the most seasoned M&A lawyer practising in the Korean market. He makes sure he is always accessible to his clients

Key clients

Fila Korea

CJ Group companies

Hanwha Group companies

The Blackstone Group

MBK Partners and its portfolio companies

GS Group companies

POSCO

Samsung Group companies

SK Group companies

GIC

Hahn & Company and its portfolio companies

Work highlights

  • The firm is acting for CJ CheilJedang (CJCJ) on its $320m sale of a 27% stake in CJ Foods America Corp., a subsidiary of CJCJ that owns a 70% stake in Schwan’s Co., to Bain Capital Credit.
  • The firm advised Hanwha Solar Holdings, a subsidiary of Hanwha Chemical Corporation, on the $825m going-private transaction of Hanwha Q CELLS Co. Ltd. This was the only going-private transaction involving a Korean parent to date.

Paul Hastings LLP

Paul Hastings LLP handles the most challenging multijurisdictional deals for Korean and international clients, with it combining the expertise of a team in Seoul with the knowledge of practitioners across its wider global network. It acts for blue-chip clients across a wide range of industries, including technology, energy, pharmaceuticals, telecoms and finance, among others. In 2018, headline transactions included team head Daniel KimJinkang Albert Nah and members of a cross-office team advising Korean company CJ Logistics on its $216m acquisition of US-based DSC Logistics. Another high-profile deal saw Daniel Sae-Chin KimDong Chul Kim and Nah act for Golfzon in its proposed acquisition of Leadbetter Golf Academies, a US-based golf training institute founded by golf coach David Leadbetter. The firm has also handled mandates for clients such as LG Chem and  Hansol Paper, among various others.

Practice head(s):

Daniel Sae-Chin Kim

Key clients

Samsung Group

Hotel Shilla

SeAH Group companies

Hanwha Group companies

Dong-A Pharmaceuticals

Temasek Holdings

SoftBank

Hansol Paper

Morgan Stanley

Goldman Sachs

Korea East-West Power

Korea Investment Corporation

CJ Group companies

LG Group companies

Golfzon Group companies

Lotte Group

Seoul Semiconductor

SK hynix

CJ Olive Young

CJ Logistics

Work highlights

  • The firm acted for LG Chem on the proposed $200m acquisition of Uniseal, a US-based global chemical company and leading automotive adhesive maker.
  • The firm advised Hansol Paper, the largest paper manufacturer in Korea, on the proposed sale of Schades and R+S to U.S-based Iconex.

Ashurst

Ashurst's international platform enables it to assist Korean clients with high-value outbound investments and other complex cross-border mandates. The team, which is bilingual in Korean and English, is increasingly sought out for advice on deals with a nexus to the mobility services and pharmaceuticals industries. Advisory work on automotive manufacturing plant investments is another growth area for the group. Elsewhere, other mandates involve areas such as energy, financial services, real estate and telecommunications. In 2018, Hong Kong-based practice head John KimHuiyeon Kim and others acted for Hyundai Motor Company on its $12.3m investment in fast-growing Indian car rental start-up company Revv. Another highlight saw members of the Hong Kong and Frankfurt offices advise CJ Cheiljedang Corporation on its circa €10m acquisition of a controlling stake in Mainfrost Tiefkühlkost GmbH, which is a frozen food manufacturing company based in Germany. Peter Kwon, who acts for Korean conglomerates and government entities, is experienced in corporate matters spanning the entire South East Asia region.

Practice head(s):

John Kim

Other key lawyers:

Huiyeon Kim; Peter Kwon

Testimonials

I was very impressed with the team’s focus and dedication to projects, and determination to achieve the best outcome for the client

Key clients

CJ Cheiljedang Corporation

Hana Asset Management

Hyundai Motor Company

Kia Motors Corporation

Mirae Asset Global Investments

Tiger Asset Management Investment Advisory Co., Ltd

Vestas Asset Management

Work highlights

  • The firm acted for Hana Asset Management on its $80m investment into Madrid Holdings (a British Virgin Islands company) to acquire Indotel Limited (a Singaporean limited liability company), which held 50% shares in SEM Thong Nhat Metropole Hotel Co., Ltd. (a Vietnam joint stock company) that owns Sofitel Legends Metropole Hanoi in Hanoi, Vietnam.
  • The firm acted for a private fund established by Vestas Asset Management on the £267m acquisition of a Luxembourg entity, which owned a WeWork-leased London office building.

Herbert Smith Freehills LLP

Herbert Smith Freehills LLP's standing in the market is reflected by the fact that it is a first port of call among many blue-chip Korean companies for advice on particularly challenging cross-border transactions, such as those involving the Middle East and Africa. It also handles digital token and blockchain-related matters. Dongho Lee heads up the team in Seoul, which includes recently promoted of counsel Charles Kim, senior associate Ken Nam and associate Yoon Nam. It demonstrates particular expertise in matters connected with the TMT, energy and natural resources, pharmaceuticals, financial buyers and consumer sectors. Complementing the Seoul team is the experience of practitioners elsewhere in the global network; Tokyo-based Lewis McDonald is leading the advice to Korea Gas Corporation (KOGAS) on the Mamba LNG project in Mozambique - recent work on this matter included assisting the client with the complex joint venture and shareholder arrangements for the upstream and midstream development of the Area Four block. Ian Williams in Australia and London-based Tom Marshall are also recommended.

Practice head(s):

Dongho Lee (Seoul)

Testimonials

Herbert Smith Freehills has a smart and experienced corporate and M&A team in Seoul, which is supported by a strong global network that can provide around-the-clock service. The team provides top-notch service and keeps to its word on fees

Dongho Lee and Charles Kim are accessible, pleasant and easy to work with. They are commercial and have a very good understanding of our needs. They work efficiently and meet deadlines. We highly recommend them

The team is always accessible. It provides timely and suitable answers to us when we ask for their advice

Dongho Lee is one of the best lawyers among registered foreign law consultants practising in Korea. He has an ability to simplify complex problems, and is both brilliant and diligent

Dongho Lee is a highly reliable and trustworthy partner. Charles Kim always works tirelessly

Key clients

Korea Investment Corporation (KIC)

KDB Infrastructure Investments Assets Management (KDB KIAMCO)

CJ Group company

SK Group

UTC Investment

Line Plus Corporation

Mirae Asset Group

Samsung Fire & Marine Insurance

Gravity

Korea Gas Corporation (KOGAS)

Work highlights

  • The firm advised Lotte International on the acquisition of the Sandalwood feedlot business and associated agricultural land in Queensland, Australia.
  • The firm is advising a well-known fund on multiple global investments, including investments into targets in Europe and China.
  • The firm advised the controlling shareholders of a Korean medical device manufacturer on their sale of a significant minority interest in the company to two private equity funds.
  • The firm advised a Korean mobile gaming company on an equity investment in a mobile games developer in the US.
  • The firm advised a major Korean chemical company on its bid to acquire a chemical company in Europe.

Ropes & Gray LLP

Ropes & Gray LLP's team attracts a large volume of high-end deals from the largest and most active global private equity firms operating in the Korean market. In addition, it also excels in handling outbound M&A for large, sophisticated Korean companies. A recent highlight involved practice head Jaewoo Lee and senior associate Keun Shin advising Bain Capital Credit on its $320m investment in Schwan’s Company, an indirect subsidiary of CJ CheilJedang; this transaction saw Bain Capital Credit become a financial investor in CJ CheilJedang’s $1.84bn acquisition of Schwan’s Company. In another notable deal, the team advised Mirae Asset and Naver on their $150m joint investment (through a joint fund, Mirae Asset-Naver Asia Growth PEF) in Singapore-based ride-hailing company Grab Holdings Inc. William Kim is another key individual.

Practice head(s):

Jaewoo Lee; William Kim

Other key lawyers:

Keun Shin

Testimonials

Ropes & Gray has a great team, which is one of the few on the ground in Korea that embodies both the global and local M&A expertise. High calibre

Jaewoo Lee is a great lawyer, who is very thoughtful and meticulous. From negotiations to document drafting, we know Jaewoo is someone who we can trust to lead the transaction. Shin Keun is also a great lawyer who supports Jaewoo. The two lawyers make a fantastic duo

Jaewoo Lee is undoubtedly the best foreign counsel active in the Korean corporate and M&A market. He is not only superb at providing legal advice, but is also equipped with good commercial sense, as well as balanced way of thinking. He is able to provide the optimal solution to his clients. Two thumbs up

Key clients

Bain Capital Private Equity

Bain Capital Credit

TPG Capital

H.I.G. Capital

Hugel

KKR

Korea Investment Corporation

Korea Resources Corporation

LG International

Mirae Asset

Naver

Work highlights

  • The firm advised Hugel on establishing a global joint venture with Croma-Pharma covering the US, Canada, Australia and New Zealand.
  • The firm advised H.I.G. Capital on the sale of its portfolio company, AMPAC Fine Chemicals, to SK Holdings.
  • The firm advised KKR on the acquisition (together with IGIS Asset Management and the National Pension Service of Korea) of a multibillion dollar mixed-used real estate project in Seoul.
  • The firm advised Bain Capital Credit on its proposed acquisition of a minority equity stake in an unlisted chemicals company, Hanwha General Chemical, from Samsung C&T and Samsung SDI.
  • The firm has been advising Korea Investment Corporation on multiple limited partner investments into various US and European private equity funds, real estate funds, hedge funds, infrastructure funds and special situation funds.

White & Case LLP (Foreign Legal Consultant Office)

At White & Case LLP (Foreign Legal Consultant Office)Ji Hoon Hong recently took over as the corporate and M&A practice head from outgoing partner Kyungseok Kim, who moved to Arnold & Porter. The firm fields a team of more than 20 Korean-speaking lawyers in South Korea, Japan, the US, the UK and Belgium. Also notable is that the Seoul-based group works closely with a group based in the Hong Kong office, which was strengthened by the arrival of four private equity partners from Ropes & Gray LLP. In Seoul, counsel Sarah Park joined from Shearman & Sterling LLP and associate Younghee Chung arrived from Ropes & Gray LLP. The firm's ability to work across offices make it a strong choice for South Korean conglomerates seeking advice on outbound investment transactions. Associate Kyle Oh has been assisting Hyundai Motor Corporation with multiple investments in start-up companies in the US and Europe. Oh also worked with the Madrid office to assist Samsung Electronics with the acquisition of Spain-based Zhilabs. Elsewhere, the group also generates work from a sizeable base of global private equity clients, including Baring Private Equity Asia, Standard Chartered Private Equity and Affinity Equity Partners.

Practice head(s):

Ji Hoon Hong

Other key lawyers:

Sarah Park; Kyle Oh; Younghee Chung

Key clients

Hyundai Motor Corporation

Samsung Electronics Co. Limited

LS Cable & System

LG International

Baring Private Equity Asia

Standard Chartered Private Equity

Affinity Equity Partners

Work highlights

  • The firm is acting for South Korea-based global cable manufacturer LS Cable & System on the establishment of a 50-50 joint venture in Indonesia.
  • The firm is advising an international electronics company on investing in a controlling stake in a technology company in Grenoble, France.
  • The firm is giving strategic and financial advice to an electronics company on the potential sale of a minority stake in its business.

Baker McKenzie LLP, Foreign Legal Consultant Office

Baker McKenzie LLP, Foreign Legal Consultant Office's Seoul office has successfully grown its share of cross-border work since opening in 2013. Won Lee heads up the team, whose portfolio of mandates spans areas such as power, mining, ports, electronics and manufacturing. Lee has extensive experience of advising Korean companies on investments in emerging markets, such as China, Vietnam and India. The group also includes Winton Kim, who is active in corporate matters connected with the energy, telecommunications and social infrastructure sectors. Lee, Kim and senior associate Albert Chung were part of a cross-office group, which acted for SK E&S on the circa $800m sale of a 49% stake in Paju Energy Service to a wholly-owned subsidiary of Electricity Generating Plc of Thailand (EGCO). In another matter, Lee and Kim advised South Korean media conglomerate CJ ENM Corporation on the acquisition of Swedish media distributor Eccho Rights.

Practice head(s):

Won Lee

Other key lawyers:

Winton Kim; Albert Chung

Key clients

CJ ENM Corporation

SK E&S Co. Ltd

SK Holdings

Hyundai Motor Company

Kia Motors Corporation

Work highlights

  • The firm acted for SK Holdings on its proposed investment into a U.S. contemporary fashion brand, Rails International, via investment subsidiary Plutus Capital.
  • The firm advised SK E&S on its Singapore subsidiary’s proposed subscription of convertible bonds in Beijing Gas Blue Sky Holdings Limited, a Hong Kong listed integrated natural gas provider, distributor and operator.
  • The firm acted for SK Holdings on a $470m investment in Vietnamese private sector company, Masan Group.

Dechert

Dechert's Hong Kong office head David Cho, who leads the firm's Korea practice, undertakes large global transactions for major multinational companies (including many Korean conglomerates) by working closely with other practitioners in the firm's global network, such as Siew Kam Boon and counsel Timothy Goh in Singapore. Also notable is that there are a number of Korean-speaking lawyers located in New York, Boston, Chicago and Washington, D.C. Susan Yoon is another name to note in Hong Kong. Iris Park recently joined Samsung Electronics as a senior legal counsel.

Practice head(s):

David Cho (Hong Kong)

Key clients

OCI Company Ltd

SK hynix Inc

MBK Partners L.P

Gioisis Pte Ltd

DLA Piper

DLA Piper recently bolstered its credentials in cross-border M&A, investments and broader corporate matters by hiring of counsel Woojung Kim from Ashurst. Country managing partner Daniel Lee leads the group in Seoul, which acts for a broad client base, including Global 1000 and Fortune 500 companies, middle-market organisations and emerging companies, as well as private equity and venture capital funds. Senior associate DK Donghyun Kim has previous experience of working as an in-house counsel at steel maker POSCO, where he advised on cross-border investments and related disputes. Of counsel Ted Yi is also recommended.

Other key lawyers:

Ted Yi; Woojung Kim; DK Donghyun Kim;

Testimonials

DLA Piper is our go-to firm for international investment funds projects. Its team is extremely responsive and always gives practical and business-oriented advice. It also has a strong understanding of the sensitivity of timeliness in Korea and delivers services in a speedy manner. The group’s expertise in this sector is second to none

Daniel Lee understands our needs and always makes sure that they are effectively addressed in a timely manner. He is known to go above and beyond for his clients and can totally be counted on in a crisis. DK Donghyun Kim is extremely responsive and detail-oriented. He provides the highest level of service and provides the right solution at the right time to get the deal done

I have worked with DLA Piper’s corporate and M&A lawyers on numerous occasions, and have always been impressed with their legal skills, expertise and attention to detail. They are highly dedicated professionals, they are never late and they are always willing to accommodate the client’s needs. Last, but not least, they have extensive knowledge of both legal and non-legal corporate matters and issues, which enables them to provide legal advice that is both sound and practical

Latham & Watkins LLP

Latham & Watkins LLP's track record of advising companies active in Korea dates back nearly twenty years. Led by office managing partner Joseph Bevash, the Seoul team works closely with practitioners across the global network to cover the gamut of issues on cross-border matters; the Korea practice firm-wide comprises of more than 40 lawyers. The group acts for Korean companies on outbound investments, M&A and capital raising. In addition, it has a wealth of experience assisting many of the largest international investors with their inbound activities in Korea. Since opening a foreign legal consultancy office in Seoul in 2016, the firm has successfully won mandates from clients in industries such as automotive, electronics, energy, financial institutions, life sciences and semiconductors, among others. In 2018, Wonsuk (Steve) Kang worked with practitioners based in Hong Kong to advise the Carlyle Group on its $2.75bn sale of ADT Caps to a consortium led by SK Telecom and Macquarie’s Korean Opportunities Fund. Sungjin Kang and counsel Ji-Hyun Helena Kim are also names to note.

Practice head(s):

Joseph Bevash

Key clients

Morgan Stanley

Hanwha Group

The Carlyle Group

Vingroup Joint Stock Company

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP has a longstanding track record of assisting Korean companies with outbound investments and M&A. Its Korea practice head H. Young Shin, who relocated from New York to the Seoul office when it opened in 2014, has been particularly instrumental in building up the firm's relationships with many of the largest players in the market. In 2018, working with members of the Houston and Washington DC offices, Shin advised Hanwha General Chemical on a $35m investment in NextDecade Corporation as part of a larger $50m capital raise to finance NextDecade's investment in the Rio Grande LNG project in Texas. In another matter, the firm advised Hanwha Aerospace Co., Ltd on its acquisition of US-based aircraft engine manufacturer EDAC Technologies for circa $300m. Other clients include Hyundai Motor Company, Samsung Electronics and CJ CheilJedang Corporation.

Practice head(s):

H. Young Shin

Key clients

CJ CheilJedang Corporation

Hanwha General Chemical Co., Ltd

Hanwha Q CELLS Co., Ltd

Hyundai Motor Company

Mirae Asset Daewoo Co., Ltd

Samsung Electronics Co., Ltd

Simone Investment Managers Co., Ltd

SK Holdings Co., Ltd

SK Telecom Co., Ltd

SK Biopharmaceuticals Co., Ltd

Work highlights

  • The firm advised the special committee of independent directors of Hanwha Q CELLS Co., Ltd., on a going private transaction by way of its merger with Hanwha Solar Holdings Co., Ltd. Both companies are subsidiaries of Hanwha Chemical Corporation and are based in South Korea.
  • The firm acted for SIREUS Corporation on the $415m sale of Washington Harbour, a mixed-use project on the Potomac River, to Global Holdings Management Group (US) Inc.
  • The firm advised SK Biopharmaceuticals on the sale to Arvelle Therapeutics of exclusive rights to develop and commercialise Cenobamate (a pharmaceutical product) in Europe.