Practices - BAE, KIM & LEE LLC

Overview

BKL’s Corporate & M&A Litigation group has handled a significant number of major cases that have attracted public attention in the corporate governance area since the mid-1990s, when disputes relating to the corporate governance began in earnest, up to the present. The Corporate & M&A Litigation group has demonstrated the highest level of capability by taking the lead in developing creative offensive and defensive tactics in hostile M&A’s, leading to landmark court precedents and significant Korean Supreme Court rulings.

BKL’s strategic representation begins well before litigation

Disputes over control of an entity often require proactive strategies that consider not only the party’s legal rights, but the relationships and business interests of all parties. BKL uses its experience with domestic and cross-border business cultures to make sure that its clients make their first moves mindful of their legal rights and those of the other parties.

BKL’s Corporate & M&A Litigation group includes not only the most experienced attorneys in Korea, but in-house, accountants, tax advisors, and former regulatory officials who use their insights and expertise to devise and execute creative strategies. The litigation group works seamlessly with BKL’s experts in related fields, including capital markets, M&A, employment law, compliance, anti-corruption, domestic/international and inheritance issues, taxes, fair trade and corporate restructuring, to protect its clients’ interests as a whole. BKL has leveraged these in-house resources, as well as external experts, to conduct original research and studies to build winning arguments in precedent setting cases.

The group recently published a book titled 50 Recent Dispute Cases relating to Management Rights and Shares based on its experience and know-how accumulated through handling cases and has received positive feedback from clients and related persons.

Key Services

Shareholder rights, shareholder activism, and ESG.

Advice and disputes related to corporate governance and financial structure, ESG investment, and distribution of voting rights, etc., analysis of the agenda of the general meeting of shareholders, examination of POA and progress of the board of directors and general meeting of shareholders in connection with the shareholder activism

Advice and disputes relating to the exercise of shareholders’ rights (e.g., right to inspect the shareholder register, accounting books, shareholder proposals, requests for concentrated voting, request for general meetings, dismissal of directors and auditors, and shareholder derivative lawsuits, etc.) and responses thereto

Advice and disputes relating to the reporting on large shareholding, proxy voting and public tender offers

Shareholder derivative lawsuits against directors, auditors, and other officers

Disputes relating to share buybacks and values

Shareholders’ agreements, M&A agreements and shareholder disputes

Disputes regarding the validity and interpretation of shareholders’ agreements

Advice and disputes relating to the appointment and dismissal of directors, representative directors, statutory auditors and audit committee members

Advice and disputes relating to voting rights

Management control issues due to the breakdown of M&A

Post-execution disputes, including breach of representations and warranties, and penalties

Management disputes between business partners and shareholders

Financing and capital markets disputes

Disputes and compliance actions related to insider trading, market manipulation and other fraudulent trading

Disputes relating to the issuance and validity of shares and bonds

Advice and litigation relating to the acquisition and disposal of treasury stocks

Disputes relating to the disclosures share distribution

Disputes relating to electronic registration and deposits

Ownership disputes

Disputes relating to the right of first refusal, lock-up, right of first offer, tag-along right, drag-along right, put and call options

Disputes on the validity and interpretation of share transfer agreements

Advice and disputes relating to the enforcement of security rights in shares

Disputes relating to share title trusts

Disputes relating to confirmation of the shareholder status

Practice Areas

Representative Cases

Defended against KCC’s attempt to take over the management rights of HMM

Defended against the convocation of extraordinary meeting of shareholders of SK Holdings

Advised in a number of M&A-related litigation

Shareholder related Disputes

Represented a KOSPI-listed company in a shareholder derivative suit

Advised a KOSDAQ-listed company whose shares are in suspension of trading with respect to the exercise of shareholder rights

Advised in a hostile takeover of Tongyang Inc. by Eugene Group

Advised in a management rights dispute between NC Soft and Nexon

Advised in the management rights dispute of Homecast Co., Ltd., a KOSDAQ-listed company

Defended the management rights of Teems, Inc., a KOSDAQ-listed company against the minority shareholders

Advised in the management rights dispute of French Korean Aromatics after the death of the founder

Advised in a hostile takeover of KDmedia, Inc. by its minority shareholders

Successfully restored the management rights of Pregen Inc. (formerly known as SMECS Inc.)

Advised in NEXTEK’s hostile takeover of SMEC Inc.

Defended the management rights of De Chocolate E&TF, a KOSDAQ-listed company

Defended against Keumyoung’s attempt to take over the management rights of Fine Digital, a KOSDAQ-listed company

Advised in Kuk-il Paper’s hostile takeover of the management rights of EN Paper (formerly known as Shinho Paper)

Advised in a takeover of the management rights of HK Savings Bank

Defended against KCC’s attempt to take over the management rights of HMM

Defended against the convocation of extraordinary meeting of shareholders of SK Holdings

Advised in Granite Venture Capital’s hostile takeover of the management rights of CNH Capital (formerly known as Chohung Capital)

M&A related Disputes

Advised in a number of M&A-related litigation

Advised in disputes among shareholders of a variety of companies, including the world’s largest virtual asset service provider, a startup company, an asset management company and a SPC of a real estate development company

Financing and Capital Market Disputes

Advised on enhancing corporate governance of a KOSDAQ-listed company, whose shares are in suspension of trading

Represented in a case that resulted in a landmark decision by the Supreme Court which held that the agreement under which a company guarantees the return of invested capital was null and void and in violation of a principle of shareholder equality

Share Ownership Disputes

Represented in a case that resulted in a landmark decision by the Supreme Court which held that a shareholder maintains his status as a shareholder regardless of his exercise of redemption right until the redemption amount is paid to him

Advised and represented in litigation regarding the exercise of security right on the shares of a SPC created by a real estate development company and acquisition of the management right

Key Contacts

Our Team