Yoon & Yang LLC

On July 29, 2025, the Korea Fair Trade Commission (the “KFTC”) held an industry roundtable with key online platforms and e-commerce operators to assess compliance with recently enacted regulations on dark patterns and clearly conveyed its intent to strictly enforce the rules once the grace period concludes on August 13, 2025. The amended Act on Consumer Protection in Electronic Commerce (the “E-Commerce Act”), effective February 14, 2025, explicitly regulates six types of dark patterns, and a special six-month grace period was provided for the “drip pricing” category. With the grace period now ending, the KFTC will commence full-scale enforcement. The KFTC stated: “We will proactively launch ex officio investigations into sectors where dark patterns persist and, upon clear confirmation of violations, impose stringent sanctions including corrective orders and fines.” 1. Background 2. Overview of Industry Roundtable 3. Implications 1. Background Online dark patterns refer to deceptive UI/UX designs that induce consumers to unknowingly make decisions against their own interests. The KFTC launched initiatives to introduce dark pattern regulations in 2023, and the amendments to the E-Commerce Act passed by the National Assembly on February 13, 2024, provided the legal basis for explicit regulation of dark patterns. The amended E-Commerce Act took effect on February 14, 2025, specifically prohibiting the following six types of dark patterns: Drip pricing: Initially displaying only a part of the full price rather than the total payable amount upfront. Hidden renewals: Concealing information regarding increases in recurring charges or timing of conversion to paid subscriptions. Nagging: Repeatedly prompting consumers through pop-ups or other methods to reconsider or alter their decisions. Pre-selected options: Pre-selecting unrelated or additional products or services during the checkout process. Misleading hierarchy: Using significant differences in size, shape, color, or other visual elements to steer consumers toward certain options. Obstructing Cancellation or Withdrawal: Hindering consumers’ attempts to cancel or terminate. For drip pricing in particular, the KFTC adopted a recommendation from the Regulatory Reform Committee to provide a six-month grace period through August 13, 2025, to allow businesses sufficient time to make necessary adjustments. 2. Overview of Industry Roundtable A. Overview On July 29, the KFTC held an on-site roundtable with the e-commerce industry at the Korea Fair Trade Mediation Agency, aimed at eradicating dark patterns. Attendees from the KFTC included the Director General of the Consumer Policy Bureau, the Director of the Consumer Transaction Policy Division, and the Deputy Director of the Electronic Transactions Monitoring Team. Industry attendees comprised representatives from the Korea Online Shopping Association, the Korea Internet Corporations Association, and 15 major online platforms and shopping mall operators. B. Key Message At the roundtable, the KFTC clearly expressed its intent to strictly enforce regulations against dark patterns. The KFTC defined dark patterns not merely as marketing techniques, but as “deceptive practices intended to induce consumer mistakes and impede rational decision-making,” and strongly warned that if left unchecked, dark patterns would not only undermine fair market practices, but also significantly erode consumer trust in the broader e-commerce industry. Noting that an adequate six-month grace period had been provided, the KFTC emphasized a zero-tolerance policy stating, “Following the transitional grace period, we will take strict and resolute action against not only deliberate violations but also violations arising from ignorance of the law.” The KFTC also presented support measures to assist industry compliance. Building on its initial FAQ guidance issued last February, the KFTC provided an updated version reflecting issues raised by industry stakeholders to help address their practical difficulties. The KFTC also sought to facilitate voluntary compliance through enhanced communication by directly assessing the industry’s readiness, including improvements in price disclosure methods, and listening to relevant concerns. 3. Implications This roundtable marks a significant turning point, clearly signaling the transition from a grace period to active enforcement of dark pattern regulations. In response, e-commerce and online platform operators must systematically address the following: Urgent regulatory compliance review: With only slightly more than two weeks remaining until the grace period expires on August 13, businesses must promptly conduct a comprehensive review of dark patterns across their services. Given the KFTC’s explicit statement that it will address not only intentional violations but also those arising from ignorance of the law, lack of awareness of regulatory requirements will no longer serve as an acceptable defense. Development of system-wide improvements: Businesses must pursue fundamental improvements throughout their service operations, going beyond superficial changes. This includes reassessing UI/UX design principles, pricing disclosure framework, and subscription billing processes. In particular, the prohibition on drip pricing necessitates a comprehensive review of existing system architectures to ensure clear disclosure of the total price upfront. Establishment of continuous monitoring systems: The KFTC has clearly stated its intention to actively conduct ex officio investigations into sectors where dark patterns persist even after the grace period ends. This underscores the need for businesses to internalize continuous, systematic self-assessment and monitoring practices, rather than one-off compliance checks. Risk management based on enforcement severity: Violations involving dark patterns carry severe penalties. Even the first offense could result in a three-month suspension of operations with fines, escalating up to a 12-month suspension for a third offense. Given the severity of these penalties, proactive risk management strategies must be developed and implemented well in advance to mitigate exposure from the outset. Yoon & Yang’s Antitrust & Competition Group comprises more than 50 dedicated professionals who specialize in all areas of antitrust law, including the Monopoly Regulation and Fair Trade Act, the Fair Subcontracting Transactions Act, the Fair Franchise Transactions Act, and the Fair Transactions in Large Retail Business Act. Our team provides comprehensive, one-stop services encompassing advisory work including compliance audits, responses to KFTC investigations, as well as representation in administrative, criminal, and civil litigation. Should you require assistance in any aspect of antitrust or competition law, please contact us or visit our website at www.yoonyang.com.

On July 3, 2025, the National Assembly of Korea passed a set of significant amendments to the Korean Commercial Code aimed at enhancing corporate governance and shareholder equality. Based on subsequent debates following the previous presidential veto of April 2025, the new amendment embodies significant changes to corporate governance featured by (i) expansion of fiduciary duty of directors vis à vis the shareholders as well as the company, (ii) a narrow increase of the required number of independent directors which forewarns further potential amendments to secure substantive independency of the board, (iii) application of the aggregated 3% rule to appointment of all members of the audit committee which would create ripples in the board composition and operation, and (iv) introduction of electronic shareholder meetings which is mandatory to large scale public companies. This package of amendments is expected to have significant impact upon how companies operate, take steps in making decisions, fulfill compliance requirements, and engage with shareholders. 1.Directors’ Duty of Loyalty Expanded vis à vis Shareholders 2.One-third Requirement of Independent Directors in Public Companies 3.Application of the Aggregated 3% Restriction for All Audit Committee Members 4.Mandatory Electronic Shareholder Meetings for the Large-scale Public Companies 1. Directors’ Duty of Loyalty Expanded vis à vis Shareholders Under the amended Article 382-3, directors’ duty of loyalty, previously owed only to the company under the code, is expanded to expressly include shareholders. Additionally, directors are now explicitly required to protect the interests of the shareholders in general and treat all shareholders fairly and equally in performing their duties. This amendment is expected to take effect immediately upon promulgation, which is expected to occur before within July or August 2025. Key Implications Directors must now carefully balance the interests of the company and shareholders, particularly under the situations involving corporate restructuring, mergers and acquisitions, capital transactions, takeover bids and management disputes. Directors face higher litigation risk, for the minority shareholders may bring claims directly against directors on the basis of alleged breaches of the expanded duty vis à vis all shareholders, particularly in the circumstances where the interests of the company and shareholders deviate from each other (e.g., a director’s act appears to be neutral to the company and yet causing unfair prejudice to certain shareholders). Directors must be cautious of exposure to a heightened risk of criminal liability, for the breach of the expanded duty may lead to criminal prosecution if it results in self-benefit or benefiting third parties (e.g., frequently major shareholders or the managements) at the cost of unfair loss of other shareholders. Suggested Actions In light of the upcoming changes, the companies are well advised to: conduct proactive compliance assessments of procedural and substantive fairness, and proactively engage external counsel when undertaking significant business decisions to mitigate exposure to potential disputes which might otherwise be escalated to civil and/or criminal actions; implement clear internal policies and enhanced director training programs to clarify the scope of directors’ fiduciary duties owed to shareholders as well as the company itself and reinforce the level of shareholders’ trust in the business operations and the management’s business decisions; consider establishing independent special committees on an ad-hoc basis consisting of disinterested directors to review and oversee transactions at hand and the matters relating to fair market value involving potential conflicts of interest among shareholders and/or the management; and enhance shareholder communications and IR program, and adopt shareholder friendly policies to procure support from shareholders and investors with regard to business operations and managerial decisions. 2. One-third Requirement of Independent Directors in Public Companies Under the amended Article 542-8, “outside directors” are now renamed as “independent directors.” The independent directors are expected to perform their functions independently from inside directors, executive officers, and any person who directs business operations. For public companies, the minimum number of independent directors is raised from a quarter to one-third of the board. This amendment is expected to take effect one year after promulgation which is speculated to be around July or August 2026. Key Implications The amendment aims to reinforce the board’s oversight function by requiring public companies to appoint directors who are substantively independent from the possible influence of the management and controlling shareholders. The large-scale public companies in Korea with total assets of KRW 2 trillion or more (approximately USD 1.47 billion) have been already required to have 3 or more “outside” directors which should be majority of the board. One might call it a narrow increase in number with mere change of name to “independent” directors, for there is no additional change in qualification of the “independent” directors at this time. However, this amendment sets an alert to possible further legislation which would potentially diversify models for qualification and procedural requirements of appointing independent directors by benchmarking the best practices in other jurisdictions (e.g., minority shareholder involvements in appointment of independent directors including the minority veto, minority proposal or affirmative minority resolution). Suggested Actions To prepare for these changes, the Korean companies will need to: reassess corporate governance structure to align with the requirements in board composition and to ensure their substantive independency from the management and controlling shareholders; and establish procedures and protocol for appointment of genuinely independent directors to better achieve shareholder equality and fairness by applying standards that would ensure substantive independency of the board. 3. Application of the Aggregated 3% Restriction for All Audit Committee Members Under the amended Article 542-12, the large-scale public companies (with total assets of at least KRW 2 trillion) will now be required to apply the so-called “aggregated 3% rule” (which limits the voting rights of the largest shareholder in aggregation with its specially related persons to 3%, in contrast to all other shareholders whose voting rights are individually subject to 3% limit on a non-aggregation basis) when electing each and every member of the audit committee. The amended provision will take effect one year after promulgation which is speculated to be around July or August 2026. The audit committee has been mandatorily required for large-scale public companies, and optional for other companies. The audit committee consists of 3 or more directors, of which 2 or more should be outside directors (which will now be called an independent director). Before the amendment, the aggregated 3% rule applied only to the election of audit committee members who were not outside directors. This provision served as the ground upon which the largest shareholder could effectively avoid the aggregated 3% rule by filling all members of the audit committee with outside directors, which will no longer be the case under the new amendment. When applied together with another provision which requires that at least one director who will serve as the audit committee member shall be separately elected at the time he or she is elected as the director (as opposed to an election for audit committee members among the elected directors)(i.e., a “separate election” requirement), the new amendment has practical importance in that it significantly increases the possibility of at least one director serving as the audit committee member being elected against the vote of the largest shareholder who is subject to the aggregated 3% rule. Indeed, a critical debate continued as to the possible increase of this separate election requirement to two or more directors and audit committee members, which is yet open for further discussion for future amendments. Key Implications The application of the aggregated 3% rule to all audit committee members would significantly increases the potential influence of the second or third largest shareholders, minority shareholders, institutional investors, and activist funds in the election of at least one director serving as the audit committee member. If nominees backed by minority shareholders or activist funds secure seats on the board and the audit committee, the committee is likely to exert a more independent and active oversight, potentially resulting in heightened scrutiny of management. Yet, increased oversight by audit committees may lead to potential conflicts or disputes within the management and the board, delay in decision-making, and a higher risk of corporate governance-related disputes and hostile takeover attempts. Attention is called to directors who are now subject to the enhanced duty of loyalty vis à vis shareholders, for they will be required to weigh the interests of the company, the shareholder in general, and the shareholder equality and fairness in every aspect of the acts of the board and the audit committee, particularly where there are advocates of the conflicting interests which could possibly deviate from the best interest of the company. Suggested Actions The large-scale public companies, particularly those with substantial ownership concentration among controlling shareholders, should proactively develop strategies to address the increased influence of the runner ups, minority shareholders, institutional investors, and activist funds in election of the directors and the audit committee. Companies should review and update internal governance regulations to align with the enhanced independency and authority of audit committees, closely monitor ongoing legislative and policy developments aimed at improving minority shareholder representation, and take necessary steps to renovate governance frameworks and enhance management accountability. 4. Mandatory Electronic Shareholder Meetings for the Large-scale Public Companies Under the amended Articles 542-14 and 542-15, large-scale public companies must convene shareholders’ meetings in a hybrid electronic format, which requires that the shareholders shall be able to choose between (i) attending in-person at the meeting venue or (ii) if physical attendance is not feasible, participating and voting remotely by electronic method on a real-time basis. This amendment is expected to take effect on January 1, 2027. Summary of Key Amendments Public companies other than the large-scale public companies may, at their discretion and unless prohibited by their articles of incorporation, conduct shareholders’ meetings allowing a part of the shareholders to participate and vote remotely by electronic method. Large-scale public companies must hold hybrid electronic shareholders’ meetings; Participation through electronic shareholders’ meetings has the same legal effect as physical attendance at the meeting venue. Electronic shareholders’ meetings must enable shareholders to participate in deliberations and vote on a real-time basis. Companies may retain a professional management entity for the operation of electronic meetings to ensure efficient and fair management. Companies must retain electronic meeting records for five years from the date of the meeting, and provide shareholders with access to electronic meeting records at the company’s headquarters for no less than three months following the meeting. Key Implications The new amendment introduces the “participatory hybrid electronic shareholder meeting,” in which virtual participants in parallel with the physical attendants are legally recognized as attending the meeting, with full rights to vote electronically on a real-time basis. Companies will likely encounter a range of legal and technical challenges, including personal date protection and privacy concerns related to shareholder identity verification and data retention, preventive measures to manage the risk of duplicate voting or improper proxy voting and other potential disputes over the validity of resolutions due to network disruptions or technical failures. Suggested Actions Companies subject to hybrid shareholder meeting requirements should: take steps to secure technical infrastructure incorporating authentication methods (such as encryption and multi-factor authentication), appropriate network security measures, stress-testing, penetration testing, and real-time incident monitoring system to ensure compliance readiness; develop and adopt detailed internal governance rules and procedural manuals for electronic shareholders’ meetings, clearly outlining contingency measures for technical failures and delineating the chairperson’s authority regarding meeting adjournments, suspensions, or postponements; and proactively consider engagement with external service providers to ensure effective risk management and compliance, especially if the companies lack internal technical resources and capabilities. Conclusion The new amendment represents a substantial shift in Korea’s corporate governance framework. All companies should be aware of the scope of the changes, assess their internal governance and compliance frameworks, and implement timely measures to minimize potential risks and effectively navigate through the evolving compliance landscape. A special attention and alert are called for the large-scale public companies which are subject to the aggregated 3% rule for the audit committee and the electronic shareholders’ meeting requirements. Potential minority representation at the board and the audit committee should now be regarded as a constant, not a variable. Given the explicit addition of fiduciary obligations vis à vis shareholders, the director should always cast questions of whether any of the board decision would affect the interest of any shareholder, whether there is any conflict of interests affected by the decision, and whether any such conflicts could be resolved or mitigated with any measure incidental to the decision.

The landscape of gaming regulation is undergoing significant changes both in Korea and abroad. In a landmark development, Korea will introduce enhanced legal protections for consumers in probability-based game item disputes starting August 2025. These protections include treble damages and a reversed burden of proof in civil litigation relating to probability-based game items. While probability disclosure requirements have been mandatory under the Game Industry Promotion Act (the “GIPA”) since March 2024, these additional consumer safeguards were secured through a partial amendment to the GIPA (the “Amendment”) passed by the National Assembly in December 2024 and approved by the cabinet on January 21, 2025. This regulatory shift in Korea coincides with heightened scrutiny of probability-based game practices globally. In a notable case, Genshin Impact's developer reached a $20 million settlement with the U.S. Federal Trade Commission (“US FTC”) to resolve allegations of children's privacy violations and misleading marketing practices regarding probability-based items. These developments signal a transformative period for the Korean gaming industry, as regulatory frameworks evolve to address consumer protection concerns in both domestic and international markets. 1. Background 2. Enhanced Legal Framework for Probability-Based Game Items in Korea 3. Global Precedent: Genshin Impact's $20M US FTC Settlement 4. Strategic Implications for Gaming Companies 1. Background The Korean gaming industry faces significant regulatory changes as the Ministry of Culture, Sports, and Tourism (“MCST”) implements new special legal provisions for probability-based game items. The Amendment, which was passed by the National Assembly on December 31, 2024 and approved by the Cabinet on January 21, 2025, strengthens consumer protections by addressing the challenges in proving and remedying violations of probability disclosure requirements. These provisions build upon the mandatory probability disclosure system implemented in March 2024, recognizing the dispersed and collective nature of damages in such cases. In parallel developments, the global gaming industry witnessed a landmark case as Genshin Impact's developer agreed to a $20 million settlement with the US FTC. The settlement addresses allegations of privacy violations concerning children and deceptive marketing practices related to probability-based items. 2. Enhanced Legal Framework for Probability-Based Game Items in Korea Article 33-2 of the GIPA, newly established in the Amendment, introduces key legal provisions strengthening consumer protection in probability-based gaming disputes: Reversed Burden of Proof: Game operators must demonstrate absence of intent or negligence to avoid liability Simplified Damage Claims: Courts are empowered to determine damages through holistic review considering all available evidence and circumstances when precise damage calculation proves challenging Enhanced Penalties: Treble damages for intentional violations of disclosure requirements Institutional Support: MCST to establish dedicated game dispute resolution center centralizing reporting and remediation processes for user complaints This framework significantly strengthens consumer protection while establishing clear procedural guidelines for dispute resolution. 3. Global Precedent: Genshin Impact's $20M US FTC Settlement A. Market Context While some jurisdictions like Belgium have banned probability-based items entirely, the U.S. regulatory approach has focused on consumer protection and transparency. The Genshin Impact settlement, reached between Cognosphere (HoYoverse's global service subsidiary) and the US FTC in California Federal Court, marks a significant precedent in U.S. gaming regulation. B. Settlement Requirements The settlement agreement mandates: Age verification for probability-based purchases (parental consent required under 16) Direct purchase options using real currency as an alternative to virtual currency Accurate representation of probability rates, pricing, and functionality Transparent disclosure of probability and currency exchange rates Deletion of under-13 user data collected without parental consent Full COPPA compliance regarding notice and consent C. Regulatory Violations The US FTC investigation revealed multiple infractions beyond COPPA violations: Misrepresentation of item probability rates Deceptive pricing practices for rewards Exploitative virtual currency systems targeting minors Improper marketing of probability-based items to underage users 4. Strategic Implications for Gaming Companies A. Preparing for Special Legal Provisions for Litigation: Strategic Considerations The global regulatory landscape for probability-based items is evolving, with Korea taking a leading position through its enhanced legal framework. The implementation of special legal provisions for litigation concerning probability-based game items presents immediate challenges, particularly regarding the reversed burden of proof. Companies must now conclusively demonstrate absence of intent or negligence in violations—a standard requiring robust documentation of operational processes. Risk mitigation hinges on comprehensive preparation. Companies should establish and maintain detailed records covering their entire probability-based item ecosystem, from conceptualization through implementation and adjustments. Based on recent Korea Fair Trade Commission (KFTC) proceedings, successful defenses have centered on documented planning procedures and systematic decision-making frameworks. Companies should prioritize: Implementing systematic documentation protocols Establishing clear decision-making hierarchies Conducting regular compliance audits B. US Regulatory Landscape: Lessons from Genshin Impact Korea has established a mature regulatory environment for probability-based gaming items through comprehensive legislation, setting it apart from the U.S.'s emerging approach. Korean laws—including the GIPA, Personal Information Protection Act, and E-commerce laws—already address the concerns highlighted in the recent US FTC actions regarding COPPA and FTC Act compliance. While "intuitive" probability disclosure requirements may be subject to interpretation, adherence to Korean regulatory standards generally ensures robust compliance. That said, the key significance of the Genshin Impact case lies in its clarification of the US market entry requirements: Age-restricted access to probability-based purchases (under-16) Direct currency purchase options Transparent probability and pricing disclosures Enhanced data protection for users under 13 Companies must also exercise particular vigilance regarding violations highlighted by the US FTC, including misrepresentation of item probabilities, false statements about reward costs, and unfair marketing of multi-layered virtual currency systems targeting minors. Yoon & Yang Game Center combines deep industry expertise with regulatory insight to provide strategic guidance on gaming industry legal matters. For assistance navigating these requirements, please contact our team.

The recent amendments to the Act on Testimony and Appraisal Before the National Assembly, expected to take into effective in March 2025 (subject to change depending on official promulgation), strengthen corporate obligations for parliamentary testimony and introduce significant penalties for non-compliance. This alert outlines key changes and compliance recommendations for businesses operating in Korea. 1. Major Legislative Changes 2. Corporate Compliance Action Items 3. How We Can Help 1. Major Legislative Changes 1) Enhanced Attendance Requirements •  Mandatory attendance for CEOs and executives at National Assembly proceedings •  Remote participation options available for those unable to attend in person •  Physical absence due to illness or travel no longer exempts from participation   2) Data Submission Requirements •  Mandatory compliance with data submission requests •  Personal information, sensitive information or trade secrets must be submitted without exception when requested •  Enhanced penalties for non-compliance, such as refusal to submit, submission of false information or document destruction   3) Penalty Framework •  False information/document destruction: Up to 5 years imprisonment or KRW 50 million fine •  Obstruction of testimony/data submission: Up to 3 years imprisonment or KRW 10-30 million fine   4) Expected Implementation Schedule •  March 2025: Core provisions effective (attendance and data submission requirements) •  June 2025: Remote attendance system implementation for plenary sessions   2. Corporate Compliance Action Items  1) Risk Management •  Implement system for tracking and managing National Assembly requests •  Review and update internal compliance procedures •  Establish clear response protocols   2) Data Protection •  Strengthen information security measures •  Implement protocols for handling sensitive data requests •  Review trade secret protection mechanisms   3) Organizational Preparation •  Conduct executive and employee training programs •  Develop government relations strategy •  Establish clear communication channels   4) Legal Compliance •  Engage legal counsel for interpretation and guidance •  Document compliance procedures •  Maintain records of all National Assembly interactions 3. How We Can Help 1) Review current compliance systems against new requirements 2) Develop response protocols for information requests 3) Train relevant personnel on new procedures 4) Establish documentation systems for all interactions 5) Maintain regular legal counsel consultation

Yoon & Yang LLC (Yoon & Yang) has further strengthened its M&A and corporate advisory capabilities with the recruitment of Partner Jin Kook Lee, a veteran dealmaker renowned for his exceptional track record in both domestic and cross-border M&A and capital markets, and rising next-generation star Partner So Yeon Yoon. These new hires build on the May joining of Managing Partner Hee Woong Yoon, one of Korea’s most prominent M&A practitioners, and Senior Foreign Attorney Myong-Hyon (Brandon) Ryu, a leading cross-border M&A specialist. Together, these high-profile additions substantially reinforce Yoon & Yang’s depth and breadth of expertise in advising clients on complex corporate transactions, positioning the firm as one of the most competitive and comprehensive in Korea with a top-tier lineup of distinguished and proven attorneys in M&A, capital markets and corporate advisory. Jin Kook Lee is a strategic dealmaker with over 20 years of experience leading a wide range of large-scale domestic and cross-border M&A and capital markets transactions. A graduate of Seoul National University School of Law (Class of 1997), he passed the Korean bar in 1998 and served as a military judge advocate. He joined Yulchon LLC in 2004 and played a pivotal role in Yulchon’s M&A practice as a core member of the Corporate & Finance Group for over two decades. Mr. Lee possesses a rare combination in corporate advisory expertise and experience for a Korean attorney, with capabilities to advise not only on both inbound and outbound M&A transactions but also on IPOs and other capital markets transactions. He has advised on a number of landmark M&A transactions, including Lotte Group’s sale of Lotte Rental, Hanwha Group’s acquisitions of Daewoo Shipbuilding & Marine Engineering (currently Hanwha Ocean) and HDS Engine (currently Hanwha Engine), Naver’s acquisition of U.S.-based Poshmark, various financial investors’ sale of Woowa Brothers (d.b.a. Baemin), and Lotte Group’s acquisition of Ministop, as well as many high-profile IPOs in Korea such as SK IE Technology, Lotte Shopping REITs, Hyundai Autoever, and Hanwha Systems. Notably, he advised MBK Partners on its KRW 7.2 trillion acquisition of Homeplus—the largest private equity M&A deal in Asia to date. His track record has earned him the nickname “big deal maker” among clients and peers alike. He has consistently been recognized by global legal directories, including Chambers Asia-Pacific, Legal 500, and IFLR1000, as a Leading Individual or Highly Regarded lawyer in M&A and capital markets. So Yeon Yoon is recognized for her ability to provide tailored advice on M&A and corporate governance matters through a unique blend of external counsel experience handling major deals at a law firm and in-house counsel experience at Korea’s largest platform company, coupled with her specialized expertise in commercial law.  Ms. Yoon graduated as the second-highest in her class from Seoul National University Law School in 2012 and was admitted to Korean bar the same year. Afterward, she has developed her expertise and built a solid track record in M&A and corporate governance practices over more than 10 years at Yulchon LLC. Notable deals include Hanwha Galleria and TimeWorld’s share exchange, KT Group’s media content holding company project, Hillhouse Capital’s investment in Market Kurly, Lotte Capital’s equity sale, MBK Partners’ Homeplus acquisition, and SK IE Technology’s IPO. In 2018, she earned an LL.M. from Harvard Law School and was subsequently admitted to the New York Bar. She then joined the New York office of Sullivan & Cromwell, gaining hands-on experience in global transactions. From 2022 to 2024, she served as Head of Legal at Naver, where she oversaw a wide range of platform-specific legal matters, including TMT, AI, ESG, and litigation, and spearheaded strategic investment initiatives such as Naver’s largest acquisition to date of U.S.-based Poshmark. In 2025, she completed her Doctor of Juridical Science (J.S.D.) at Seoul National University Law School, with a dissertation on equity compensation structures such as RSUs and PSUs, further strengthening her commercial law expertise. With these new additions, Yoon & Yang aims to further enhance its capabilities in response to Korea’s evolving corporate and M&A landscape. Mr. Lee’s seasoned leadership and expertise in M&A transactions and IPOs is expected to elevate the firm’s global competitiveness, while Ms. Yoon’s deep understanding and experience in the tech and platform industries will provide valuable insights into emerging business sectors and support global-facing mandates. Managing Partner Myung Soo Lee stated, “as client needs grow increasingly sophisticated and deal structures become more complex, it is essential to have experts with strategic insight and differentiated experience. At Yoon & Yang, we are committed to building a client-centric team capable of delivering exceptional legal solutions. We will continue to recruit top talents until Yoon & Yang’s M&A and corporate advisory practice is firmly established as a top-tier player in Korea.” For more information, please contact: Mr. Jae Hyuk Yang Senior Marketing/Communications Manager Yoon & Yang LLC Tel: (82-2) 6003-7229 Email: [email protected]

Yoon & Yang LLC (“Yoon & Yang”) announced that it has hired mergers and acquisitions heavyweight Hee Woong Yoon as a new Managing Partner and the Head of the firm’s newly established Future Strategy Planning Task Force. Mr. Yoon, widely regarded as an “M&A guru” in Korea, brings over 30 years of corporate advisory and M&A experience to the firm. In his role as the Head of the Future Strategy Planning Task Force, Mr. Yoon is expected to play a key role in advancing Yoon & Yang’s growth strategy and enhancing client services for the largest domestic and foreign corporations. Mr. Yoon is recognized as a leading dealmaker, having successfully led numerous high-profile domestic and international M&A transactions throughout his career. With the addition of Mr. Yoon, Yoon & Yang is poised to significantly strengthen its capabilities and market influence in the corporate advisory and M&A practice areas and make a decisive leap to the top tier in the market. Hee Woong Yoon graduated from Seoul National University School of Law in 1987 and passed the Korean bar exam in 1992. He began his legal career in 1992 at Yoon & Partners, the predecessor to Yoon & Yang. While working at Yoon & Partners, he studied in the U.S. and, after earning his LL.M. from George Washington University Law School in 1997, was admitted to the New York State Bar in the U.S. Mr. Yoon has spent three decades at the forefront of Korea’s M&A, banking and capital markets, establishing himself as a leading expert in these fields. He played a pivotal role in major M&A transactions that have shaped the landscape of Korea’s M&A market, including Lotte Shopping’s acquisition of Hi-Mart, Hyundai Motor Company's acquisition of Shinheung Securities (currently Hyundai Motor Securities), and Hanwha Group’s acquisition of Samsung General Chemicals and Samsung Total. He has also advised major domestic conglomerates and global financial institutions on a variety of other M&A transactions that have garnered industry-wide attention, such as Standard Chartered Bank’s acquisition of Korea First Bank, Lotte Shopping’s acquisition of Woori Home Shopping, and Lotte Confectionery’s acquisition of Guylian. Since 2005, Mr. Yoon has been repeatedly recognized as a “Leading Lawyer” in the corporate advisory, M&A and capital markets areas by prestigious international legal publications such as IFLR1000 and Chambers Asia-Pacific, attesting to the international recognition of his expertise and capabilities. He has demonstrated a strong ability to develop complex transaction structures through his deep understanding of the capital markets and private equity funds, as well as his broad-ranging advisory experience in corporate governance structuring, acquisition finance, and financial regulations. He is well known not only for the quality of his legal advice but also for his ability to provide client-oriented, strategic solutions. In addition, Mr. Yoon has been serving as an advisor for numerous Korean government committees, including the National Pension Service’s Alternative Investment Committee, the Financial Supervisory Service’s Self-Regulatory Review Committee, and the Ministry of Health and Welfare’s Investment Policy Advisory Committee, as well as serving as legal advisor to the Ministry of Science, ICT and Future Planning. His extensive experience across both the public and private sectors has cemented his reputation as a leading expert with a deep understanding spanning both the Korean regulatory system and policy environment as well as well as the private sector. He will serve as a key partner in Yoon & Yang’s corporate advisory, acquisition finance, capital markets, and M&A practices, further enhancing the firm’s competitiveness in domestic and cross-border transaction services. Mr. Yoon’s joining Yoon & Yang is expected to not only enhance the firm’s capabilities in providing strategic M&A advice but also in advising regarding optimal transaction structures suited to clients’ business circumstances and also marks a major turning point for Yoon & Yang in expanding its corporate advisory and M&A capabilities and in securing major deal mandates. Building upon this momentum, Yoon & Yang plans to further bolster its competitiveness in the corporate advisory, M&A, banking & finance and capital markets fields through recruitment of additional experts in those areas. Mr. Hee Woong Yoon stated, “In line with Yoon & Yang’s client-first philosophy, I will provide strategic and practical legal solutions in the corporate advisory, M&A, banking & finance and capital markets practices for both domestic and international clients. I am committed to leveraging my experience and expertise to actively support our clients’ success and strengthening their market leadership.” For more information, please contact: Mr. Jae Hyuk Yang Senior Marketing/Communications Manager Yoon & Yang LLC Tel: (82-2) 6003-7229 Email: [email protected]

May 30, 2025 Yoon & Yang announced that Myong-Hyon (Brandon) Ryu (admitted in New York, USA), a leading expert in cross-border mergers and acquisitions, joined the firm as a Senior Foreign Attorney. Following the recent addition of Hee Woong Yoon as managing partner, Yoon & Yang has further strengthened its corporate capabilities – particularly in its M&A practice - through the recruitment of Mr. Ryu. His vast experience and global perspective, shaped by his extensive work on major cross-border M&A transactions, are expected to significantly broaden the firm’s client base in the corporate and M&A sectors. Mr. Ryu brings 24 years of experience in cross-border deals spanning over 50 countries across North America, Europe, and Asia. He has led complex, high-profile transactions in M&A, private equity (PE), venture capital, joint venture, as well as corporate internal investigations and anti-corruption due diligence, including matters related to the U.S. Foreign Corrupt Practices Act. He received his B.A in Political Science and International Relations from Sogang University in Korea and earned his J.D. from Vanderbilt University Law School in Tennessee, U.S.A., in 2001. He was admitted to the New York State Bar in 2002. From 2001 to 2004, he practiced at Yoon & Partners, the predecessor to Yoon & Yang. From 2008 until recently, he served as a Senior Foreign Attorney at Shin & Kim, where he was involved in numerous significant transactions. He has successfully advised major Korean corporations on high-profile outbound M&A transactions, including Hanwha Chemical’s acquisition of SolarOne (currently Hanwha Qcells), KCC consortium’s acquisition of a U.S.-listed Momentive, CJ CheilJedang’s acquisition of U.S.-based Schwan’s, Lotte Duty Free’s acquisition of JR Duty Free in Australia, and SD Biosensor’s acquisition of U.S.-listed Meridian Bioscience. He has also closed inbound transactions involving foreign funds and corporations, including GIC’s acquisition of a stake in Starbucks Korea, investments in Kurly Inc. by Sequoia, Aspex, and DST Global, and investments in Woowa Brothers by Sequoia and GIC. Through these transactions, Mr. Ryu has established himself as a leading advisor to both Korean and global clients in cross-border M&A. Mr. Ryu has been recognized for many years as a leading attorney in M&A and private equity by renowned global legal publications such as Chambers Global, Chambers Asia-Pacific, IFLR1000, Legal500, and Asialaw. The 2025 edition of Chambers Global, a premier international legal ranking publication, noted that Mr. Ryu “has particular expertise in cross-border M&A transactions and has represented numerous Korean clients,” adding that “he also possesses considerable ability in handling private equity-related matters.” Moving forward, Mr. Ryu will lead Yoon & Yang’s cross-border M&A and global corporate advisory practices, providing practical solutions in cross-border transactions, including outbound investments by Korean companies and inbound investments by foreign investors. With his addition, the firm aims to further strengthen its advisory capabilities in cross-border M&A for both outbound and inbound transactions, develop customized deal structures that facilitate strategic collaborations between global investors and Korean companies, address diverse legal and regulatory issues, and bolster its competitiveness in cross-border advisory services through practical, client-focused counsel. Myung Soo Lee, Managing Partner at Yoon & Yang, stated, “following the recent addition of Hee Woong Yoon as Managing Partner, the arrival of Myong-Hyon (Brandon) Ryu, who has deep expertise in cross-border transactions, positions Yoon & Yang to respond even more professionally and comprehensively to the needs of clients in both domestic and international corporate advisory and capital markets sectors. In line with our core value of putting clients first, we will continue to provide tailored solutions for cross-border transactions and complex M&A structures, while actively supporting our clients in achieving business success and enhancing their global competitiveness.” For more information, please contact: Mr. Jae Hyuk Yang Senior Marketing/Communications Manager Yoon & Yang LLC Tel: (82-2) 6003-7229 Email: [email protected]

Yoon & Yang LLC has bolstered its Antitrust & Competition practice by welcoming former KFTC deputy director Chiyeol Kim as a partner. Having passed multiple professional tests including the Korean Certified Public Accountant (KICPA) Examination, the Korean Bar Examination, and the Higher Civil Service Examination, Chiyeol Kim demonstrates his exceptional credentials across law, accounting, and public administration. During his tenure at the KFTC for eight years, he held key roles in several divisions, including the Consumer Policy Division, Disclosure Compliance Division, Holding Company Division, and Corporate Group Policy Division. He led investigations into unfair intra-group transactions, managed large scale intra-group transaction disclosure regulations, and contributed to policy reforms for holding companies. Notably, he successfully pursued a high-profile case involving unfair support transactions within the Kyungdong Group, which resulted in a KRW 4 billion fine. Additionally, he was instrumental in amending the Fair Trade Act to facilitate corporate venture capital (CVC) initiatives and strengthen the holding company framework. Most recently, he served in the KFTC’s newly established Special Investigation Team, handling e-commerce regulatory matters involving gaming companies. In recognition of his outstanding public service at the KFTC, Mr. Kim received two ministerial commendations. In 2022, he was honored for excellence in managing public petitions, and in 2023, he was awarded for his contributions to regulatory reform in the areas of holding company oversight and CVC promotion. Mr. Kim joins Yoon & Yang’s Antitrust & Competition Practice Group, one of Korea’s leading antitrust practices, comprised of over 50 professionals with deep public- and private-sector experience. The firm has recently garnered attention for securing a landmark acquittal for Hyundai Steel in a cartel case concerning scrap metal procurement. Yoon & Yang also successfully represented E-Land World and E-Land Retail in litigation annulling regulatory sanctions related to unfair intra-group support and self-dealing. Additionally, the firm continues to advise Korea’s leading conglomerates, including Hyundai Motor Group, LG Group, Taekwang Group and KT Corporation, in developing compliance strategies tailored to evolving antitrust and competition law regulations. Commenting on the appointment, Sang Oh Jeon, head of Yoon & Yang’s Competition & Antitrust Group, stated, “With professional credentials spanning accounting, law, and civil service, Chiyeol brings a unique perspective to our team, and his arrival will strengthen our ability to provide clients with sophisticated legal solutions grounded in regulatory insight, financial analysis, and administrative expertise. We are confident that this addition marks a meaningful step in expanding the scope and depth of our practice.” With Mr. Kim’s addition, Yoon & Yang reaffirms its position as a leader in antitrust and competition law, offering unparalleld expertise to clients navigating Korea’s complex regulatory landscape. For more information, please contact: Mr. Jae Hyuk Yang Senior Marketing/Communications Manager Yoon & Yang LLC Tel: (82-2) 6003-7229 Email: [email protected]

Yoon & Yang, one of the big-six law firms in Korea, has doubled down on its international practice. The firm is being hailed for its “game changing hires” for its international tax practice with the recruitment of three leading figures from a competing law firm – Messrs. Jay Shim, Sung Hyun Ryu, and Hoanku Lee. Mr. Jay Shim is one of the leading authorities in the field of international taxation in Korea.  His experience and reputation in the Korean tax markets require little introduction.  With over 35 years of experience, Mr. Shim has founded, shaped, and led tax practices at some of the leading law firms in Korea, including as the former co-head of tax practice at Lee & Ko, a position he held for over a decade.  In addition to his undisputed leadership in handling complex international tax planning and controversies, Mr. Shim has participated as an external expert advisor in the development of cross-border tax policies for the National Tax Service and the Ministry of Strategy and Finance and has also advised on creating and revising laws and enforcement decrees concerning international tax law and regulations.  He served as Co-Chair of the Tax Committee of the American Chamber of Commerce in Korea (AmCham Korea) for over 20 years and continues to speak at global forums, including the International Bar Association (IBA), the Inter-Pacific Bar Association (IPBA), and the International Fiscal Association (IFA). Mr. Sung Hyun Ryu, who also joins Yoon & Yang from Lee & Ko, is a litigation heavyweight in international taxation.  In the early years of his legal career, he served as a deputy director for the National Tax Service (NTS), where he made his mark in the field of tax controversy with his role in litigating illegal VAT refunds and evasions surrounding gold bullion trades - known to be one of the biggest tax evasions in the nation’s history.  In recognition of his contribution, he received a Commendation from the NTS Commissioner in 2011.  After transitioning to private practice, he quickly rose through the ranks and gained a reputation in the market for his quick hits in litigating cross-border tax cases with an emphasis on royalty withholding issues.  Some of his recent victories include landmark royalty withholding cases before the Supreme Court, including the first case in which an Irish company was validly recognized by the Supreme Court as a beneficial owner of royalty paid from Korea to the Irish company for withholding tax purposes, over an allegation by the tax authorities that the Irish company was a mere paper company established in a tax haven acting as a conduit for its U.S. parent and that the U.S. parent was, in substance over form, the beneficial owner.  Beyond his litigation success, Mr. Ryu has served as a member of the Financial Reform Advisory Committee under the Financial Services Commission and a legislative support advisor to the National Assembly.  He is the author of The Tax Truth the NTS Won't Tell You. Mr. Hoanku Lee is a veritable tax visionary who, in his role as a legal advisor to the financial industry and the government, shaped Korea’s automatic exchange of information systems (e.g., FATCA, Common Reporting Standard (CRS), QI program, and Crypto-Asset Reporting Framework) – a global tax regime aimed at enhancing transparency in the international financial system.  He primarily focuses his practice on international tax and customs, providing high-caliber legal advice on tax issues related to the financial industry and capital markets with an emphasis on trust taxation.  He boasts a high success rate in international tax disputes, including intercompany trademark royalty litigations as well as transfer pricing disputes.  A notable representative matter includes a transfer pricing case in which the tax authorities tried to set a precedent and a guideline in Korea for the applicability of the profit split method as a transfer pricing method and fought the case vigorously for five years, with a high level of engagement and resources invested, and he ultimately secured a complete victory for the client. “The trio’s recruitment is a real game changer,” said managing partner Myung Soo Lee.  “We had explosive growth in our international tax practice in the past few years.  It is a real time of momentum for us, and we are about to see an even more significant take-up of the market share in the upcoming years.  Their recruitment is a major step for the firm’s ambitions to grow its international tax practice.” Yoon & Yang’s Tax Practice Group comprises approximately 65 attorneys, tax attorneys, certified public accountants, and other advisers.  The group won the “Tax and Trusts Law Firm of the Year” at the Asian Legal Business (ALB) Korea Law Awards 2020 in recognition of its role as a tax advisor in a cross-border real estate mega deal as well as its successful representation in a landmark value-added tax case.   The group was also recognized as the “South Korea Tax Firm of the Year” and the “South Korea Transfer Pricing Firm of the Year” at the International Tax Review (ITR) Asia Tax Awards 2019. For more information, please contact: Mr. Jae Hyuk Yang Senior Marketing/Communications Manager Yoon & Yang LLC Tel: (82-2) 6003-7229 Email: [email protected]

Yoon & Yang LLC (“Yoon & Yang”) has recently bolstered its litigation practice by recruiting three former judges as partners: Oh Young Lee, a former presiding judge at the Seoul Central District Court, Jeong Dae Park, a former presiding judge at the Seoul Administrative Court, and Dong Bok Park, a former high court judge at the Suwon High Court. Oh Young Lee spent the last four years as the presiding judge in the construction division of the Seoul Central District Court, handling real estate and construction-related trials. In 2023, he was recognized as a construction specialist judge. Lee is widely regarded as a leading expert in real estate and construction litigation, co-authoring Handbook on Practices of Construction Trials, a go-to guide for judges in construction trials, as well as the Manual of Construction Appraisal published by the National Court Administration. Having started his judicial career in 2000 as a judge at the Seoul District Court, he handled various cases, including civil, criminal, application, and insolvency matters, across different court levels. He served as a judge responsible for insolvency and application cases at the Cheongju District Court, a judge in the construction division at the Seoul High Court, a presiding judge in charge of warrants at the Ulsan District Court, and a presiding judge of the criminal appeals division at the Suwon District Court, before retiring as the presiding judge at the Seoul Central District Court in 2025. Lee regularly volunteers his time for various pro bono programs and looks for ways to give back to the society. For instances, during his tenure as a judge, Lee organized educational sessions on personal bankruptcy and rehabilitation for the local communities in 2006, when these systems were not widely known. In 2016, he also taught acoustic guitar to teenagers at a residential facility for juveniles subject to protective disposition under the Juvenile Act every week for several months and performed with them on a court stage. Jeong Dae Park served as a judicial researcher in the Supreme Court’s criminal and labor division, specializing in labor and administrative cases, and served as a secretary of the Supreme Court’s Labor Law Theories and Practices Society. He handled administrative cases for seven years, including his tenure at the administrative agreement divisions at both the District and High Courts, as well as his three years as a presiding judge at the Seoul Administrative Court. After retiring as the presiding judge of the labor and occupational health and safety division at the Seoul Administrative Court, Park participated as a contributor and editorial committee member for Theories and Practices of Administrative Litigation, which will soon be published by the Seoul Administrative Court, demonstrating his deep understanding and expertise in administrative and labor cases. During his tenure at the Seoul Administrative Court, Park decided on some of the trendy issues. For instance, he ruled in one case that location tracking services for minors require the consent of the child, who is the subject of the location information, in addition to parental consent. In another case, he ruled that when a user of a specific SNS service uses another service provider's platform, the transmission of information regarding such user’s friends constitutes the unauthorized provision of personal data, thereby justifying corrective orders and fines against service providers for data protection violations. In other case, he determined that when the largest shareholder of a mutual savings bank is a corporation, the largest shareholder of that corporation must also meet the qualifications of a major shareholder, emphasizing financial protection for the public through appropriate regulation of second-tier financial institutions such as savings banks. Lastly, in cases involving serious workplace fatalities, he underscored the importance of a rational interpretation of industrial accident laws, ruling that an employer's responsibility must be carefully examined in the context of its business relationship with the company. He is known for his balanced approach, adhering to legal principles in dispute resolution while ensuring an impartial balance between private rights and public interests. Dong Bok Park served as a high court judge at the Suwon High Court, handling appellate trials for various litigation cases, including criminal, civil and administrative matters. Graduating at the top of his class as a member of the 16th class of Korea National Police University and receiving the Presidential Award, he earned a master's degree in constitutional law from the Seoul National University Law School through its educational training program while also passing the 44th Bar Exam. He is regarded as an elite lawyer among legal professionals who graduated from Korea National Police University. Having started his judicial career at the Changwon District Court, he has held positions in key criminal divisions at various courts, including the Suwon District Court, Seoul Central District Court, Seoul Southern District Court, and Suwon High Court, acquiring a high level of expertise in criminal cases. With his background from Korea National Police University, he is an expert in criminal law and possesses strong capabilities in handling all stages of criminal cases from investigation to court proceedings. Additionally, he served as the Ethics Audit Officer at the National Court Administration, a role typically held by elite judges within the court system. Park recently delivered a well-reasoned judgment in the ‘V Global Fraud’ case, where approximately 2.25 trillion Korean Won was defrauded through virtual asset investments. He meticulously analyzed the structure of a multi-level fraud scheme involving virtual assets. While serving in the administrative division at the Suwon High Court, he adopted practical and reasonable interpretation of the “fair market value” after thoroughly examining the unique facts and circumstances behind each transaction in a number of transfer pricing cases.  Furthermore, he has demonstrated strong communication skills, having served as a reviewer at the National Court Administration, a Judicial Administration Support Judge, and a Public Information Officer, reflecting his ability to effectively engage with the media and legal professionals. With these key additions, Yoon & Yang has significantly enhanced its litigation capabilities in construction, administration, labor, and criminal law, reaffirming its position as one of the top law firms in Korea with a team of elite litigation experts. The firm continues to expand its litigation practice across various industries and legal areas by recruiting experienced professionals. Managing Partner Myung Soo Lee commented, “with the recruitment of these highly specialized former judges, Yoon & Yang’s litigation practice has been further strengthened. We are committed to continuously hiring top-tier experts to deliver unparalleled, differentiated services to our clients.” For more information, please contact: Mr. Jae Hyuk Yang Senior Marketing/Communications Manager Yoon & Yang LLC Tel: (82-2) 6003-7229 Email: [email protected]