Corporate Governance

“Proactive, commercially-minded and client-oriented”

- The Asia Pacific Legal 500

Overview Key Services Practices Representative Cases Key Contacts Related Content

Overview

With our deep expertise and extensive experience in corporate governance, BKL’s Corporate Practice Group offers one-stop solutions to the establishment of corporate governance structures, dispute over management control, and other related issues.

Tailored and Comprehensive Advice for Establishment of Optimal Corporate Governance

BKL’s Corporate Practice Group provides bespoke, integrated counsel to help clients establish optimal corporate governance structures. By adapting to evolving industrial and regulatory landscapes, as well as the specific needs of each client, we offer guidance on various governance restructuring initiatives. These include transitions to holding company structures, modifications to affiliate structures, business reorganizations, spin-offs, mergers, comprehensive stock exchanges, or transfer of shares.

To this end, we ensure seamless collaboration within our multidisciplinary team of experts, which includes seasoned attorneys, accountants, and professionals who have backgrounds from the Financial Supervisory Service, Fair Trade Commission, Korea Exchange, National Tax Service and other related agencies. Our deep understanding of corporate governance laws and regulations enables us to design tailored solutions for clients.

Creative Strategies for Management Disputes

BKL’s Corporate Practice Group handles complex management disputes involving both public and private companies. We have in-depth knowledge and extensive experience regarding issues such as shareholder activism, hostile M&A defenses, and other contentious matters. From the early stages of a dispute, we work proactively to develop strategies to help clients defend or secure management control while minimizing unnecessary conflict or public exposure. Through close collaboration with experts across civil and criminal cases, tax, labor, antitrust, financial regulation, and other relevant fields, we provide timely and comprehensive legal advice to ensure outcomes aligned with our clients’ best interests.

Differentiated Client-Focused Solutions

In today’s dynamic business environment, characterized by increasing demands for compliance and transparency, a systematic and thorough analysis of corporate governance and regulatory frameworks is more critical than ever. BKL’s Corporate Practice Group offers unparalleled expertise and innovative solutions to clients based on extensive advisory experience and a commitment to continuing research.

Key Services

Corporate Governance

Develop strategies and structures for reorganization of corporate governance, including conversion into a holding company system

Establish a holding company in Korea or overseas

Advise on mergers, business divisions, comprehensive stock exchanges or transfers, transfers of business and/or in-kind contributions implemented as part of governance restructuring plans

Assist with obtaining approvals from government authorities, including the Korea Fair Trade Commission and Financial Supervisory Service, in connection with governance restructuring

Provide legislative consulting services relating to drafting and amending relevant laws and regulations

Shareholder Disputes

Prepare takeover/defense strategies for hostile M&A transactions

Develop strategies for responding to exercise of minority shareholders’ right or shareholder activism

Advise on issues relating to shareholder rights, including establishing and implementing strategies in preparation for general shareholders’ meetings and/or board meetings, convocation of general shareholders’ meetings, books and records requests, injunctions relating to exercise of voting rights and litigation for the revocation of resolutions adopted at a general shareholders’ meeting

Develop strategies for responding to shareholder dispute-related investigations by regulatory authorities (such as the Financial Supervisory Service), shareholder derivative suits brought against directors/auditors, litigation for determining directorship, criminal accusations, damage claims, and injunctions or nullity actions relating to issuance of convertible bonds and bonds with warrant

Advise on the effectiveness and interpretation of shareholders’ agreement

Advise on management disputes between business partners (shareholders) and disputes involving joint ventures

Advise on management disputes relating to failed M&A deals and on post-signing disputes involving representations and warranties or penalties

Advise on disputes involving exercise of appraisal rights and calculation of purchase price

Practice Areas

Representative Cases

Advised on Shinhan Financial Group’s acquisition of OrangeLife Insurance as a subsidiary

Advised CJ Group on the reorganization of corporate governance, including inter-affiliate mergers

Advised on Eugene Group’s takeover bid against Dong Yang

Corporate Governance

Advised on Shinhan Financial Group’s acquisition of OrangeLife Insurance as a subsidiary

Advised on Kakao and Korea Investment Holdings’ change of the largest shareholder of Kakao Bank

Advised CJ Group on the reorganization of corporate governance, including inter-affiliate mergers

Advised Kakao on the merger of its subsidiary Kakao M and on the spin-off of Kakao M’s media/contents business by in-kind contribution

Advised on GS Energy’s sale of two urban gas subsidiaries and reorganization of business portfolio

Advised on DGB Financial Group’s acquisition of Hi Investment & Securities as a subsidiary

Advised on Seah Group’s establishment of a holding company system (Seah Steel Holdings) and reorganization of overseas subsidiaries

Advised on POSCO E&C in the merger of its subsidiary

Represented Daerim Motor in the spin-off of its two-wheeled motor vehicle business

Advised on the comprehensive stock swap between DGB Financial Group and its subsidiary DGB Life Insurance

Advised on POSCO China’s conversion into an intermediary holding company

Advised on Daesang Holdings’ reorganization of its subsidiaries’ business structure

Advised on SK C&C’s merger with SK Holdings

Advised on Korea Exchange Bank’s divestiture of card business a merger with HANASKCARD

Advised on Korea Exchange Bank’s merger with Hana Bank

Advised on GS’s split-off and GS Energy’s conversion into a holding company

Advised on Nexen’s conversion into a holding company

Advised on KT’s establishment of a foreign holding company

Advised on LG Display’s establishment of a holding company in China

Advised on CATV Broadcast’s conversion into a holding company and attracting foreign investment)

Advised on Daesang Group’s establishment of a holding company system

Advised on Daewoong Pharmaceutical Group’s conversion into a holding company system

Advised on Pulmuone Group’s conversion into a holding company system

Advised on the establishment of Shinhan Financial Group

Advised on the establishment of Woori Financial Group

Shareholder Disputes Hostile M&A – Target Representations

Advised on Hankuk Carbon’s management dispute

Advised on the management dispute between NCSOFT and Nexon

Advised on Mugunghwa’s defense against takeover bid

Advised on Homecast’s management dispute

Advised on Teems’ defense against takeover bid by minority shareholders

Advised on French Korean Aromatics’ management dispute

Advised on De Chocolate E&TF’s defense against takeover bid

Advised on Finedigital’s defense against KY Entertainment’s takeover bid

Advised on HMM’s defense against KCC’s hostile takeover bid

Advised on SK’s defense against Sovereign Asset Management’s demand for convocation of an extraordinary shareholders’ meeting

Hostile M&A – Bidder Representations

Advised on takeover bid against a Korean subsidiary of Brycen

Advised on Eugene Group’s takeover bid against Dong Yang

Advised on minority shareholders’ takeover bid against KD Media

Advised on SMECS’ (currently Orient Pregen) restoration of management control

Advised on Kuk-Il Paper MFG’s takeover bid against Shinho Paper MFG (currently EN Paper MFG)

Advised on acquisition of management control over HK Savings Bank

Advised on Granite Venture Capital’s takeover bid against Cho Heung Capital (currently CNH Capital)

Advised on Hanhwa Merchant Banking’s management dispute

Key Contacts

Our Team