概要

BKL’s Governance Solution Center (GSC) was established in June 2025 to provide customized, one-stop solutions for comprehensively addressing a wide range of corporate governance issues.

With the Korean Commercial Act having been amended twice in 2025 and further amendments—along with revisions to other statutes such as the Financial Investment Services and Capital Markets Act—having been announced, companies in Korea face an increasing need to respond proactively to various governance-related risks and uncertainties. Drawing on BKL’s extensive experience in corporate governance, corporate litigation, management control disputes, capital markets, and related fields, the GSC operates a “Four-Stage Governance Solution” system that continuously monitors internal and external corporate risks and delivers tailored, one-stop solutions which can allow for expedient responses when disputes arise.

The GSC is anchored by corporate law and corporation litigation professionals with extensive experience in governance advisory work, as well as specialists in corporate control disputes. To deliver differentiated, customized services tailored to listed and unlisted companies, financial and non-financial institutions, holding and non-holding companies, and large, mid-sized, and small enterprises, the GSC also brings together experts from related fields such as fair trade and financial regulations. In addition, professionals well versed in regulatory affairs, legislation, and media relations are part of the team, enabling comprehensive support for corporate risk management in dealings with a wide range of stakeholders, including the National Assembly and the media.

Through its Four-Stage Governance Solution, the GSC offers one-stop services ranging from initial legal advice, stabilizing corporate management control structure and responding to dispute resolution. Specifically, the services include: (Stage 1) analysis of evolving laws and policies; (Stage 2) advisory services on the operation of boards of directors and general meetings of shareholders; (Stage 3) advisory services on business restructuring, mergers, spin-offs, capital increases, management control disputes, conflict-of-interest transactions, and regulatory compliance in decision-making and execution; and (Stage 4) response to dispute situations such as shareholder disputes over management control, litigation, and hostile M&A transactions. At each stage, Korean and foreign attorneys as well as experts across the GSC’s practice areas—including corporate law, corporate litigation, management control disputes, fair trade, and financial regulation—collaborate to comprehensively manage corporate risks and present concrete governance strategies.

主要业务

Four-Stage Governance Solution Provided by BKL’s Governance Solution Center

Stage 1 – Analysis of evolving laws and policies: The GSC analyzes laws, policies, and legislative trends that may affect a company’s governance structure and decision-making processes, and monitors developments involving supervisory and regulatory authorities and institutional investors such as pension funds. Based on this analysis, the GSC provides information updates and consulting tailored to the to the client.

Stage 2 – Advisory services on the operation of boards of directors and general meetings of shareholders: The GSC provides proactive governance advisory services to help establish and refine transparent governance structures, including proper board composition and operation, and shareholder meeting practices that comply with evolving laws and policies while promoting stability of management control.

Stage 3 – Advisory services on business restructuring, mergers, spin-offs, capital increases, management control disputes, conflict-of-interest transactions, and regulatory compliance in decision-making and execution: Under Korea’s fast evolving regulatory regimes, the GSC provides concrete, customized advice to ensure that business (including affiliate) restructurings, mergers, spin-offs, capital increases, management control dispute situations, and the design of transaction structures involving conflicts of interest, as well as the entire decision-making and execution process, are conducted in accordance with all applicable regulations.

Stage 4 – Response to disputes such as shareholder management control disputes, litigation, and hostile M&A: Where disputes arise, the GSC provides coordinated support—led by subject-matter experts—in responding to governance-related disputes, including shareholder disputes over management control, litigation against companies or boards of directors, hostile M&A, as well as related investigations by fair trade, tax, and financial authorities.

Key Services

Monitoring and consulting on governance-related legislative developments: Governance-focused legislative consulting and monitoring of stakeholder responses to amended laws

Governance-related training: Tailored training programs based on the client’s situation and the target audience

Governance review and improvement advisory: Advisory services on revising articles of incorporation and internal rules, reviewing shareholder meeting and board structures, and supporting board- and compliance-related functions

Group- and affiliate-level governance or business restructuring planning and execution advisory: Diagnosis of governance efficiency within corporate groups and identification of vulnerabilities; review of compliance with regulations applicable to large business groups, holding companies, and prohibited cross-ownership between industrial sector and financial sector; advisory services on maintaining and stabilizing control, enhancing shareholder value, defending management control, improving inter-affiliate transaction structures, and establishing succession plans; holding company advisory services; development of overseas subsidiary management frameworks; and advisory services on business restructuring and consolidation of, or integration of affiliates

Legal compliance advisory for governance-related transactions and organizational restructurings: Advisory services on capital transactions (capital increases and reductions, acquisition and disposal of treasury shares, etc.), organizational restructuring transactions (mergers, spin-offs, share exchanges/transfers, etc.), decisions involving potential conflicts of interest (executive compensation, concurrent appointments, inter-affiliate transactions), and decisions with heightened conflict potential between controlling and minority shareholders (squeeze-outs, share exchanges/transfers, delistings, share consolidations, disposal of treasury shares to specific shareholders or related parties, post-spin-off listings, etc.)

Support for shareholder meeting and board procedures: Advisory services on electronic shareholder meetings, cumulative voting, election of audit committee members, and responses to shareholder proposals

Support for directors’ risk management: Advisory services on safeguards to ensure application of the business judgment rule and on decision-making processes

Support for communication with stakeholders, such as minority shareholders, media, government authorities, stock exchanges, pension funds, and other stakeholders

reventing and responding to governance-related disputes: Preparation of initial response manuals, communication support to establish dispute strategies and prevent escalation, representation in interim relief proceedings and merits litigation, and response to shareholder activism

業務領城

主要业绩

Large-Scale Corporate Organization and Governance Restructuring

Advisory services on the restructuring plan for an integrated bio TF governance to a major Korean conglomerate

Advisory services on the integration project of composite materials business units among affiliates of a textile and chemical conglomerate group

Advisory services on the governance restructuring of a bio industry conglomerate group

Advisory services on the governance restructuring of a major Korean telecommunications conglomerate group

Advisory services on the governance restructuring project for a manufacturing company

Advisory services on the governance restructuring project for an automotive parts manufacturer

Review and Establishment of Governance Frameworks

Advisory services on governance reform initiatives aimed at enhancing shareholder value for a company

Consulting advisory services on corporate governance reports for various companies

Advisory services on the establishment of a governance committee, board operations, and comprehensive compliance systems to strengthen group-wide compliance capabilities at a holding company

Advisory services on governance improvements for a major Korean telecommunications company

Project to prepare executive-level compliance review manuals for a steel industry holding company

Advisory Services for Boards of Directors of Listed Companies

Review of board guidelines for overseas subsidiaries of a bio company

Review of board committees of a financial holding company

Advisory services on the compliance oversight obligations of holding company directors with respect to affiliates of a major Korean conglomerate

Advisory services on board resolutions convening a shareholders’ meeting for the appointment of directors of a shipbuilding and offshore engineering company

Review of governance frameworks, including board operations, in connection with shareholder consultations for a Chinese joint venture of a life insurance company

Review of executive qualification requirements under the Act on Corporate Governance of Financial Companies for a life insurance company

Advisory Services for Shareholders’ Meetings of Listed Companies

Advisory services for the annual general meeting of shareholders of a major Korean telecommunications company

Advisory services for annual general meetings of shareholders of major Korean conglomerates

Advisory services for shareholders’ meetings of a holding company

Advisory services for annual general meetings of shareholders of six affiliates within a major Korean conglomerate

Advisory services for the annual general meeting of shareholders of a bio company

Advisory services for the annual general meeting of shareholders of a major construction company

Responding to Management Control Disputes

Advisory services and representation in related litigation concerning a management control dispute at a pharmaceutical company

Advisory services and representation in related litigation concerning a management control dispute at a media content production company

Management control dispute involving a Korean airline holding company

Defense of management control through private equity investment by a major enterprise

Comprehensive advisory services and representation in related litigation concerning shareholder disputes at an OTT platform company

Representation in litigation concerning a management control dispute between a company and its former CEO

Management control dispute involving a company

Exercise of Minority Shareholder Rights and Responding to Shareholder Activism

Advisory services in response to demands by activist funds and minority shareholders for enhanced shareholder return policies at a pharmaceutical company

Advisory services on governance improvements and shareholder value enhancement measures for the proactive response to activist funds at a medical device manufacturer

Advisory services in response to shareholder proposals by the Solidarity for Economic Reform directed at a major construction company

Advisory services in response to shareholder activism involving a broadcasting company

Shareholder Derivative Actions (Defense Side)

Shareholder derivative action involving an energy company

Shareholder derivative action involving a real estate development/construction company

Shareholder derivative action involving a cement company

Shareholder derivative action involving a sporting goods company

Shareholder derivative action involving a bio venture company

Response to Governance-Related Regulation and Risk

Diagnosis of governance-related risks for corporations

Legal and strategic responses to investigation and sanction procedures by major regulatory authorities, including the Korea Fair Trade Commission, the Financial Supervisory Service, and the National Tax Service

Monitoring of relevant policy and legislative developments and provision of tailored government relations (GR) strategy consulting

In-depth legal advisory services on external communications, including media relations

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