YOON&YANG

Corporate Law

Overview

Yoon & Yang’s Corporate Practice Group provides legal services for a full spectrum of corporate matters, including establishment of corporations and other legal entities, organization and operation of boards of directors and general meetings of shareholders, negotiation and drafting of all types of contracts, development of defense strategies against a hostile takeover, protection of minority shareholders’ interests, corporate management and governance, strategic alliances, and corporate restructuring.

The Group represents and advises domestic and foreign companies on general corporate matters and provides top quality legal services, in particular, with respect to establishment of subsidiaries, joint ventures, branches and liaison offices, foreign exchange transactions, and other cross-border corporate activities. Our attorneys also specialize in advising venture companies and information technology-based companies. The Group provides those cutting-edge companies with tailored services ranging from the establishment to KOSDAQ listing and initial public offerings.

In the rapidly changing corporate environment in Korea, which is characterized by an increasing awareness of the importance of corporate governance, management transparency, and protection of minority shareholders’ rights, more sophisticated legal services are required to best serve clients’ needs. The Group undertakes to address these challenges by taking a leading role in the industry and continuing efforts on all fronts. Above all, the firm is committed to providing clients with the highest quality legal services for all corporate matters in the most efficient and professional manner.

Practices

Incorporation of Corporations and Joint Ventures
• Advising clients in establishment of corporations, subsidiaries, branch offices, and liaison offices
• Providing services relating to the drafting, notarizing and registering of incorporation documents
• Representing clients in notifying or registering with relevant government authorities
• Advising clients in designing capital structures of joint venture companies, drafting joint venture agreements, and providing other services relating to incorporation of joint venture companies
• Advising foreign clients regarding incorporation of subsidiaries, branch offices or liaison offices in Korea, and counseling on regulations on foreign investment, foreign exchange transactions, and government permits and approvals

Corporate Governance: Articles of Incorporation, Board of Directors and Shareholders Meetings
• Advising clients in drafting or amending articles of incorporation, by-laws, or other company rules and policies in compliance with applicable laws
• Advised clients on matters of composition and operation of the board of directors and shareholders meetings
• Advised clients regarding appointment and removal of directors and auditors, and exercise of shareholders’ rights
• Taking and notarizing the minutes of the board of directors and shareholder meetings

Corporate Holding/Control Structure and Fiduciary Duties
• Advising clients regarding changes or improvements to corporate holding structure
• Advising clients regarding regulations on general holding companies and financial holding companies
• Advising clients on hostile takeover and protection of management control
• Advising clients on matters of exercise of rights by minority shareholders and creditors and formulating a response thereto
• Advising clients regarding fiduciary duties and conflict of interest of directors

Other Corporate Advisory Services
• Advising clients regarding corporate restructuring and strategic alliances through M&A, spinoffs or transfer of operations
• Advising clients regarding issuance of new shares and share linked securities, capital reduction and dividends, and other issues arising under the Commercial Code
• Advising clients on issues arising from transactions between affiliates
• Diagnostics of corporate legal risk

Representative Matters

General Corporate Advisory Service
• Advised POSCO Group which includes POSCO, POSCO P&S, POSCO Plantec, POSCO Energy, and POSCO ICT on various corporate matters
• Advised Kookmin Bank, Kwangju Bank, and Meritz Securities on various corporate matters
• Advised Daewoo Group including Daewoo International and Daewoo Engineering & Construction on various corporate matters
• Advised E-Land Group including E-Land Retail and E-Land Construction on various corporate matters
• Advised Dongbu Group including Dongbu Hitek and Dongbu Steel on various corporate matters
• Advised Samsung C&T and Samsung Heavy Industries on various corporate matters
• Advised Korea Water Resources Corporation, Korea Power Exchange (KPX), and Korea Enterprise Data on various corporate matters
• Advised Korea International Trade Association and COEX on various corporate matters
• Advised Prime Group including Dongah Construction and Prime Development on various corporate matters
• Advised AJU Group including AJU Corporation and AJU Capital on various corporate matters

Joint Venture Advisory Service
• Advisory services on the matter of incorporation of a joint venture between Hella Group and Mando
• Advisory services on the matter of incorporation of a joint venture among Japan’s Nippon Soda, Namhae Chemical, and Mitsubishi Corporation
• Advisory services on the matter of incorporation of a joint venture between Netherland’s Lam Research and Charm Engineering
• Advisory services on the matter of incorporation of a joint venture between Germany’s Boellhoff and Zinnos
• Advisory services on the matter of incorporation of a joint venture between Japan’s Central Glass and Jaewon Industrial

Corporate Holding/Control Structure and Fiduciary Duties
• Advised Hyundai Group on the matter of corporate holding structure for protection of management control
• Advised Hanil Cement Group on the matter of corporate holding structure
• Advised SK Group on the matter of corporate holding structure for protection of management control
• Advised FTEnE on the matter of corporate holding structure for protection of management control
• Advised Ko-One Energy Service on the matter of improving corporate governance
• Advised Daeyee Group on the matter of improving corporate governance
• Advised Daou Tech Group on the matter of improving corporate governance
• Advised Ohsung Group on the matter of improving corporate governance
• Achieved a not-guilty decision at the Supreme Court for the case involving charges of breach of fiduciary duties with respect to acts of capital reduction in Muhak’s acquisition of Daesun Distilling

Other General Corporate Advisory Service
• Advisory services regarding COEX Mall remodeling
• Advised Korea Taconic on the matter of redemption of special capital contribution account
• Advised Korea Enterprise Data on the matter of capital reduction and subsequent capital raising