YOON&YANG

Yoon & Yang won "M&A Deal of the Year"at the ALB (Asian Legal Business) Korea Law Awards 2023 for its advisory service on the sale of Osstem Implant, the world's No. 1 company in implant sales. "M&A Deal of the Year” is given to the most meaningful mergers and acquisitions transaction in South Korea considering various factors such as deal size, impact and complexity. The sale of Osstem Implant was worth KRW 2.23 trillion, and the transaction structure was also complicated, raising interests among the parties and related legal issues. Partners Youngkyun Yun, Ki Man Park, and associate Seong Ju Lee, took the lead in this transaction, and successfully completed the sale of some of the shares issued by Osstem Implant as well as the convertible bonds and the shares of four subsidiaries on behalf of the controlling shareholders.  ALB Korea Law Awards is an award ceremony held annually since 2013 by Asian Legal Business (ALB), a monthly legal magazine in Asia Pacific region affiliated with Thomson Reuters. In 2021, Yoon & Yang also won the ALB Korea Law Awards’ "M&A Deal of the Year" for its advising Korean Air's acquisition of Asiana Airlines.

Yoon & Yang has welcomed back Joseph Lee, an international construction and arbitration expert, as a partner at its Seoul headquarters.

Law firms in Korea, Japan and Singapore have bolstered their international arbitration practice with cross-jurisdictional hires.

Yoon & Yang has welcomed back construction and arbitration lawyer Joseph Lee as a partner from Pinsent Masons.

IFLR1000, an internationally renowned law firm ranking directory specialized in banking, finance, capital markets and M&A, published its 33rd edition (2024). In the 33rd edition of IFLR1000, 24 attorneys of Yoon & Yang LLC were recognized as leading lawyers in each of their practice areas. In particular, partners Young Ho Kang, Jae Ryun Cho, Ki Man Park, and Eun Chul Choi were recognized as leading lawyers in their practice areas for the first time. IFLR1000, which publishes its 33nd edition this year, evaluates the financial and corporate pratice areas only. This year, research teams based in London, Hong Kong and New York recognized more than 21,000 leading lawyers from 250 jurisdictions worldwide. Following is the list of Yoon & Yang's leading lawyers: IFLR1000 33rd edition (2024) Leading Lawyers[Market Leader]Hoil Yoon (M&A) [Highly Regarded]Soonghee Lee (Banking, Capital markets: Equity, Capital markets: Derivatives, Financial services regulatory, M&A)Sang-Goo Han (Restructuring and insolvency, M&A)SoongKi Yi (Project Development)Sung-Jin Kim (M&A)Young Woo Park (Project finance, Real estate finance)Sung Woon Kang (Banking, Capital markets: Debt, Capital markets: Equity)Sangman Kim (Corporate and M&A)Youngkyun Yun (Private equity)Jae Ryun Cho (Banking and finance) [Notable Practitioner]Kwon Hoe Kim (Capital markets: Debt, M&A)H. K. Helen Sohn (Banking, Capital markets : Structured finance and securitisation, Project finance)Young Ho Kang (Capital markets: Debt)Zunu Lee (M&A)Hyun Suk Jung (Capital markets: Debt, M&A)Joon Oh Jo (Restructuring and insolvency)Bo Hyun Lee (Capital markets: Equity, M&A)[Rising Star Partner]Ki Man Park (Private equity, M&A)Ka Young Kim (M&A)Jung Hwan Lee (M&A)Dae Sagong (Project development)Chang Wook Shin (Banking and finance)Eun Chul Choi (Banking and finance) [Rising Star]Bora Kang (Capital markets: Equity)

Yoon & Yang successfully closed the deal to sell shares and convertible bonds issued by Osstem Implant along with four of its subsidiaries on behalf of the controlling shareholder of Osstem Implant, the global market leader in dental implants. Specifically, Yoon & Yang provided comprehensive advice for the controlling shareholder from the start to the end of the transaction, including establishment and review of the transaction structure, drafting, review and negotiation of various agreements, drafting, review and procedural advice related to public tender offers and disclosures, and tax advice. This transaction consisted of (i) the sale of old shares and convertible bonds owned by the controlling shareholder and its related parties, (ii) the public tender offer for shares held by ordinary shareholders, and (iii) the issuance of the buyer’s bonds with warrants (BW) to the controlling shareholder and its related parties , and the total transaction amount reached over KRW 2.23 trillion. Despite facing intricate transactional challenges such as public tender offer conditions and a joint management plan for Osstem Implant, Yoon & Yang successfully resolved the complex legal issues without neglecting both parties' needs, ensuring another seamless deal completion.

Yoon & Yang's 15 lawyers have been recognized among the top legal professionials in South Korea by Who's Who Legal in their 2023 survey.The listed practitioners are nominated by peers and clients as the leaders in their relevant fields.Please refer to the following link for the full list of professionals recognized by Who’s Who Legal: Korea 2023: Who's Who Legal: Korea 2023 Hoil Yoon (Competition)Seung Soon Lim (Corporate Tax)Cholsoo Han (Competition, Trade & Customs)Soonghee Lee (Banking)H. K. Helen Sohn (Banking, Transport - Aviation)Jeongsu Park(Corporate Tax)Chul Ho Kim (Competition)Young Woo Park (Project Finance)Chan-Keun Park (Labour & Employment)Sungbum Lee (Trade & Customs)Song Ryu (Competition)Myung-Ahn Kim (Arbitration)Soo Hyeon Park (Construction & Real Estate)Sam Kim (Arbitration)Sungdo Choi (Project Finance)

On February 7, 2023, SM ENTERTAINMENT (“SM”) resolved to issue new shares valued at around KRW 111.9 billion and convertible bonds amounting to around KRW 105.2 billion to KAKAO via a third-party allotment. In response, Mr. Lee Soo Man, SM’s former executive producer, filed for a provisional injunction against SM’s issuance of these new shares and convertible bonds, asserting that the resolution by SM’s current management was made in an unlawful attempt to influence the company’s control and governance.Indeed, Mr. Lee Soo Man’s motion for provisional injunction garnered significant attention both domestically and worldwide as it revealed the possibility of a management dispute between SM and KAKAO.Yoon & Yang, the legal counsel for Mr. Lee Soo Man, vigorously argued in its motion for the provisional injunction as follows: (i) The issuance of new shares and convertible bonds via a third-party allotment must be legitimately in line with the company’s managerial objectives; and (ii) the issuance should only be permitted if it is considered unavoidable even though it would infringe upon the preemptive rights of existing shareholders. However, (iii) SM’s issuance failed to satisfy the foregoing requirements.In particular, Yoon & Yang maintained that, given SM’s ample cash liquidity, SM lacked any compelling managerial need to raise funds from a third party in violation of the proportional interests of existing shareholders.  Further, Yoon & Yang asserted that SM lacked a valid basis for issuing such substantial amount of new shares and convertible bonds, which represent nearly 9.5% of SM’s total stake, through a third-party allotment.On March 3, 2023, the Seoul Eastern District Court accepted most of Yoon & Yang’s arguments and granted Mr. Lee Soo Man’s provisional injunction against SM’s issuance of new shares and convertible bonds. Specifically, the Court endorsed the arguments put forth by Yoon & Yang on the following grounds: (i) Considering SM’s managerial objectives, such as securing urgent funds, expanding business operations, and forming strategic partnerships, it cannot be readily concluded that SM had a compelling managerial need to allocate and issue new shares and convertible bonds to KAKAO in disregard of the preemptive rights of existing shareholders; and (ii) there is considerable cause for concern that issuing new shares and convertible bonds in a seemingly unfair manner or in violation of the Korean Commercial Code and SM’s Articles of Incorporation may adversely influence existing shareholders by potentially infringing upon their proportional interests or diluting their control in SM. Yoon & Yang now has successfully amassed a record of accomplishment in management disputes related to the issuance of new shares and convertible bonds allocated to third parties. In 2020, Yoon & Yang successfully defended Hanjin KAL against the motion for preliminary injunction by activist fund KCGI to prohibit Hanjin KAL from issuing new shares through a third-party allotment to the Korea Development Bank for the purpose of participating in the paid-in capital increase of Korean Air to acquire Asiana Airlines. 

Yoon & Yang LLC successfully provided legal advice to Bionote with respect to its new listing on the Korea Composite Stock Price Index (KOSPI). Bionote, a company that produces bio-contents and animal diagnostics, submitted the application for preliminary listing eligibility review on June 15, 2022, obtained approval for preliminary listing on October 7, 2022, and, after the stock offering process, completed its listing on KOSPI as of December 22, 2022. The initial public offering (IPO) value stood at KRW 93.6 billion, which is the largest amount of funds procured in the IPO market for domestic pharmaceutical and bio industry in 2022. As the legal advisor for the lead underwriters, NH Investment & Securities and Korea Investment & Securities, Yoon & Yang fully utilized its extensive experience to conduct the legal due diligence and advised on overall legal issues that arise during the listing process.

Yoon & Yang LLC has been invited to present at the Korea Anti-Corruption Forum organized by Asian Legal Business at JW Marriott Hotel on March 29th. Yoon & Yang’s partner Dong Eon Cha will give a presentation on the Korea’s anti-corruption investigations and the heightened anti-corruption standards under the Improper Solicitation and Graft Act.

Yoon & Yang LLC sponsored 2020 In-House Community eCongress Vietnam and South Korea, hosted by In-House Community.

Yoon & Yang LLC participated in In-House Congress (IHC) Ho Chi Minh City 2019 as a panelist of the Plenary Session and as speakers at the Workshop Session.