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In recent years the corporate environment in Korea has developed and we are seeing a growth in shareholder activism and the exercise of minority shareholders’ rights as well as attempts at hostile M&As. When coupled with the additional social obligations that Korean companies are expected to shoulder and a political climate of economic democratization it means that there are now considerable challenges for those who are responsible for the management of a company.

Accordingly companies are now in a situation where it is increasingly important to legally and practically prepare for potential disputes before implementing new policies or seeking shareholder approval.

Yulchon’s Corporate M&A Dispute Team consists of attorneys who have longstanding experience in representing both domestic and foreign corporations in commercial and management disputes and have also published the leading textbooks in this area. When coupled with the market leading experience of the general Corporate Advisory Team it means that we are able to offer both legal and pragmatic solutions for clients in their commercial and managerial rights disputes.
 

Major Practice Areas

  • General commercial disputes

     - Disputes involving business names
     - Disputes in employer-employee/ creditor-debtor relationships and prohibition of competitive business 
       in regards to the acquisition of a business by transfer
     - Disputes involving commercial employees such as managers

 

  • Corporation

     - Representation in the establishment of a company and litigation against persons involved in
       the establishment
     - Representation in requests for confirmation of the shareholder’s right, requests for issuance of share 
       certificates, claims for the transfer of title / shareholder’s right, and claims for securities depositary receipts
     - Representation in claims against the cancellation/annulment of the resolution of shareholders’ meeting, 
       affirmation of non-existence, and general meeting of a specific class of shareholders
     - Representation in indemnifications claim against the dismissal of directors, the company, director of a third 
       party, or auditor, and in confirmation of the nullity of the resolution rendered by the board of directors
     - Representation in claims retention / nullification of the issuance of new shares, and nullification
       of the issuance of convertible bonds and loans under the preemptive right to new shares
     - Representations in claims for nullification for the nullification of merger / merger via division, and exchange of
       shares, dissolution of a company, disapproval of a corporate entity

 

  • Non-contentious cases involving trading firms

     - Representation in regards to the dissolution of a company
     - Application for the establishment of the purchasing price of shares
     - Request for the appointment of a temporary director
     - Request for the authorization of an extraordinary meeting of shareholders

 

  • Disputes in managerial rights

     - Preliminary injunctions involving the general meeting of shareholders and voting rights
     - Preliminary measures involving accessing/mimeographing the list of shareholders, (accounting) books,
       and other documents
     - Preliminary measures for the suspension on a director’s execution of tasks, appointment of a substitute, 
       confirmation of the title of a director/auditor
     - Preliminary measures related to the issuance of new shares or loans

General commercial disputes

  • Represented a subsidiary of a Korean conglomerate in a dispute with a partner in regards to the effectiveness of the structure in business transfer and whether there were violations of the Monopoly Regulation and Fair Trade Act

Representation in derivative suits

  • Represented the management of a Korean company in a dispute with the Solidarity for Economic Reform in a derivative suit seeking over 100 billion KRW for usurpation of corporation opportunity
  • Represented the officers and directors of a security firm in a dispute with the firm’s labor union in a derivative suit seeking indemnification

Disputes in managerial rights

  • Represented the incumbent controlling shareholder in a managerial rights dispute in a conglomerate; Yulchon obtained the first court precedent on a new type of preliminary injunction that can be sought in the situation of a hostile M&A
  • Represented the management of a company in a series of preliminary measures including convening extraordinary / general meetings of shareholders for the dismissal of the managing officers
  • Represented a resort developer in seeking a judgment nullifying the approval for convening of an extraordinary meeting of shareholders proposed by the developer’s partner under a joint business contract

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