Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Bae Kim & Lee is one of South Korea’s oldest and largest law firms with a leading reputation in banking and finance and M&A. For financing matters, the firm represents a wide array of clients on secured and unsecured syndicated loans, leveraged finance, general banking, acquisition finance, project finance, aircraft and ship finance, local and overseas asset-backed securitisations, and derivatives.

Its capital markets team has a long history advising Korean issuers and underwriters in public offerings and private placements of a variety of equity and debt instruments in both local and international capital markets. Its depth of expertise spans an array of transactions involving stock, depository receipts, convertible and other equity-linked bonds, straight bonds and notes, and other instruments. Its established and leading clients include LG, JPMorgan Chase Bank, Citibank Korea, Korea Life Insurance, GS Caltex Corporation, Hana Bank, Kamco, Kepco and Shinhan Financial Group.

The firm’s M&A practice is staffed with over 30 partners and associates and has acted on many of the market’s most notable and complex transactions in recent years. The group provides sophisticated advice on all stages of a stock or asset acquisition, including deal structuring, due diligence review, negotiation, documentation and closing. Its clients are strategic investors, a range of companies from local mid-sized firms to foreign multinationals, financial investors, and private equity houses.

Examples of deals from the teams include representing the developer in the US$12.7 billion financing of the New Songdo City development project in Incheon, and acting for Tesco Stores in its US$1.9 billion acquisition of E-Land hypermarket stores in Korea. Another highlight had the capital markets team advising Korea Hydro and Nuclear Power recently on the establishment of its US$2 billion global MTN programme.

Evergreen Law Group was established in 2003 and has a rising reputation in the market for top-quality legal advice on real estate, insolvency and capital market matters. Clients include Kookmin Bank, General Electric and Moody’s. The group consists of leading lawyers Kyung Don Lee, Yong-Seok Park and Robert Young.

Hwang Mok Park is a full-service law firm founded in 1993. With a notable M&A practice and strong finance credentials which cover banking, capital markets, general finance and securities matters, the firm is a solid choice for foreign and multinational enterprises and Korea’s largest corporates.

Jisung Horizon is South Korea’s 7th largest firm and offers the services of 120 lawyers. It was formed by a merger between Jisung Law Group and Horizon Law Offices which was completed in 2008. It has strong practices across all financial and corporate areas, excelling particularly in insolvency and restructuring, real estate project financing, securitisations and M&A. An achievement for the firm’s capital markets team was that it recently participated in the task force team for the enactment of the Capital Market and Financial Investment Services Act which came into effect on February 4 2009. Many of the securitisations it has handled have been backed by the government or government-related institutions such as the National Pension Service or government-funded corporations like the Korea National Housing Corporation or the Korea Development Bank. The finance team has solid experience working on IPOs for international and domestic issuers.

The firm’s M&A practice has respect from the market and it is slowly raising its profile. The team brings a depth of knowledge to its domestic and cross-border M&A deals for prominent clients, offering services on devising strategies, structuring the transaction, corporate governance advice, due diligence, drafting and reviewing transactional documentation, advising on acquiring control and white-collar crime issues and court filings for hostile M&A transactions. The team maintains close ties to various domestic and foreign investment banks, accounting firms and consulting firms to assist clients with a broader extent of service.

Exemplary transactions completed by the firm include its representation of Industrial Bank of Korea in connection with its US$423 million offshore asset-backed securitisation and advising Ctibank on its US$220 million offshore securitisation for Samsung Card. On the M&A side, the team was hired by Mirae Asset Management in the acquisition of C&M shares for US$2 billion.

The leading law firm across the board by all market accounts is Kim & Chang. As Korea’s most well-known and biggest firm, it offers premier legal advice in finance, capital markets and M&A. The banking practice group provides top counsel for acquisition financing, project financing, restructuring, international financing, trade financing, structured financing, derivatives transactions, securitisations, loans, deposits, trusts, and other financing-related matters involving banks and lender participants in Korea. The team maintains a high profile in introducing, structuring, and updating innovative state-of-the-art financial products like equity-linked hybrid instruments.

Of note is the firm’s wealth of non-legal professionals like industry experts and ex-government officials to offer clients a greater depth of advice. Its project finance team works across all industries and has represented sponsors, lenders, contractors and various other market entrants. The structured finance group has handled many market firsts and brought innovative solutions to transaction types such as asset-backed securitisations, asset-backed commercial paper conduits and credit derivatives work.

Kim & Chang’s M&A practice is lauded by peers and clients as a market leader. Its size allows the team to handle the most complex domestic or international, public and private M&A transactions. Its interdisciplinary team works closely with other practice groups such as tax, privatisation, restructuring, labour, and litigation.

The capital markets group is another frontrunner in the market and it offers counsel on domestic and foreign securities issues and listings. It employs at least 50 attorneys and had experience on not only traditional equity and bond offerings, but also on various combined instruments like equity-linked and hybrid securities. Its lawyers are leaders in the industry and have worked with the government to develop a number of Korea’s securities laws including the Securities and Exchange Act and the recent Financial Investment Services and Capital Markets Act.

A headline-grabbing and closely-watched M&A deal for the firm this year was working for eBay in its acquisition of Korea’s Gmarket. Another top transaction had a team advising the joint arrangers in the combined US$770 million financing for the construction of an integrated steel plant by Hyundai Steel Company.

Kim Chang & Lee is Korea’s oldest firm and it merged with banking and finance specialist boutique Kim & Company in 2008. Its corporate and M&A, and banking and finance practices are well-regarded by the market. The teams have served heavyweight clients such as Shinhan Bank, Stark Investments, Credit Suisse, and Macquarie. Capital markets specialist Soo Chang Kim is a leading lawyer.

Kim Choi & Lim is well-known for its intellectual property practice, but offers a full range of solid banking and finance, and corporate and M&A legal services. The firm has a deep bench of experience working on cross-border transactions and has worked for clients Hyundai Heavy Industries, Korea Development Bank and SK Telecom. Sewon Kang is a leading lawyer.

Lee & Ko’s banking, securities and finance practice covers structured finance and securitisation, project finance, derivatives, leveraged finance, acquisition finance, aircraft and ship finance, financial services regulation and compliance, capital markets, and bank lending. The firm has honed a top-tier practice that has earned respect from all market players. Its clients are many of the most respected and prominent multinational, foreign and domestic financial institutions and companies. For them, the group provides effective, concise legal advice, documentation and other crucial legal services relating to the range of Korean laws and regulations that affect the clients’ important finance-related business areas.

The firm’s capital markets team consistently acts for various subscribers, issuers, underwriters, arrangers and other parties in securities deals. With its deep experience and knowledge of capital markets instruments, derivatives and other related business activities, the firm has built up a solid foundation of credibility within the market. In the past, Lee & Ko lawyers have devised some of the most innovative structures and instruments, and introduced these to the domestic market. This has helped shape the country’s regulatory policies.

With one of the largest banking and finance groups in the market, the firm stands strong in this arena against tough competitors. It has represented numerous lenders and borrowers in a range of extensions of credit, such as secured and unsecured credit facilities and single and multi-currency denominated facilities. In this group, its specialists work with experts in other practices within the firm to bring the most complete advice on complex issues involving tax, regulatory, and labour among others.

Deal highlights include advising four lender banks in the US$1.08 billion acquisition financing of Hi-Mart, and acting for arrangers Korea Development Bank, Hana Daetoo Securities and KB Bank in connection to their US$400 million loan to Cyprus Investment to assist its purchase of Superior Essex. Another notable deal had the firm representing issuer United Technology Holdings on its US$10.6 million IPO on the Korea Exchange.

Sewha Park & Goo is a mid-sized general practice law firm that is steadily raising its profile among its peers. Its real estate and project finance practices are two of its strongest offerings within an active corporate finance group. Managing partner Jong Baek Park is a leading lawyer who specialises in banking and finance, foreign investment and corporate finance.

Shin & Kim was established 20 years ago and has been a market leader since. Its banking and finance practice provides excellent legal services in all areas of finance for banks, securities funds, securities and insurance companies, and management companies. Its capital markets group is highly noted in the market, offering advice on domestic and international issuances of securities like convertible bonds, bonds with warrants, exchangeable bonds, depository receipts, corporate bonds, floating-rate notes and floating-rate certificates of deposit.

In particular, the team has a leading reputation for its securitisation and structured finance expertise, working on a broad spectrum of transactions including domestic and foreign asset-backed securitisations, the issuance of derivatives-linked securities, asset-based lending backed by real estate and other assets, sales and management of non-performing loans, and other finance deals requiring SPVs locally and internationally.

The finance group covers capital markets, structured finance and asset-backed securitisation, derivatives, acquisition finance, banking, trade finance loans, general corporate finance and project finance.

One of the firm’s core practice areas is M&A. The team has experience working with clients in a range of M&A transactions that involve every market participant from financial institutions, securities firms, and insurance companies to manufacturing corporates, information and communication companies, and energy companies. The practice additionally offers consulting for private equity deals involving share acquisitions, spin-offs and mergers. Services commonly provided by the team are M&A deal structuring and structural analysis, M&A law examination, agreement drafting and negotiation, due diligence, agreement execution and termination, and arbitration and dispute resolution regarding mergers.

Highlight deals for the team this year include its advising Kookmin Bank in connection to its sale of 14.9% shares of ING Life Insurance Company Korea to ING Insurance International for US$273 million. The asset-backed securities team worked on a record number of securitisations this year including those for clients Lotte Card, Export-Import Bank of Korea and Samsung Card, among others.

Yoon Yang Kim Shin & Yu is a product of three firms merging, the most recent happening in 2006. It is now Korea’s 4th largest firm and provides the market with quality legal advice in the areas of finance, derivative products, IPOs, investment trusts, lease financing, project finance and mutual funds. Its banking, securities and insurance team has over 10 years of experience providing advice to asset owners, arrangers, and underwriters. The teams have worked on a range of transactions over the years providing services such as contract drafting, conducting due diligence and providing legal opinions on various financial transaction structures like loans, letters of credit, securities offerings, guarantees and mortgages.

Its asset-backed securitisation practice is well-regarded by the market and has completed numerous deals assisting clients to raise funds in the capital markets by issuing financial instruments backed by the clients’ assets, or financial assets like bonds or credit card receivables held by a financial institution. Clients include Shinhan Bank, Samsung Securities, and Korea Development Bank, among others.

The firm’s derivatives team has experience on a broad range of complex products like commodity futures and credit derivatives, swaps and options. Public and private offerings are routinely handled by the securities team, offering advice on transaction structuring, drafting and reviewing contracts, managing public disclosure, doing regulatory compliance, performing due diligence, providing legal opinions on business plans, providing guidance and the requirements and procedures for IPOs, IDRs and re-listings. Domestic investment companies, international institutional investors, and listed and registered companies seek the firm for counsel.

The M&A practice at Yoon Yang Kim Shin & Yu has been raising its profile and acting on a growing number of cross-border transactions with foreign participants. The group works with both local and international companies on a broad spectrum of matters including the acquisition of private and public companies, hostile and friendly takeovers, and privatisation. Particularly, the team has industry expertise in automotive, telecommunications, steel, chemical manufacturing, semiconductor manufacturing equipment, and financial institutions. The team additionally has solid experience in state enterprise privatisations.

Two notable deals by the team are advising Samung Securities on its project finance loans and establishment and sale of its real-estate investment trust products, and representing Industrial Bank of Korea on its US$4 billion global MTN programme update.

Since being established in 1997, Yulchon has quickly gained a reputable status as a strong competitor to the traditional top domestic four firms. It offers a full-range of services across a broad range of financial fields for example, international capital markets, project finance, structured finance and securitisation, airline and ship finance, and derivative finance.

Its M&A practice is rated top-tier by the market. It handles a full range of M&A type transactions including general and hostile M&A deals, special situation M&As and deal strategising. The team’s lawyers have specialty expertise in global approval and permit procedures, global finance, global securities and global taxation. Key transactions the group routinely advises are split-off mergers, stock acquisitions, business transfers, assumption of assets and liabilities, advising on offensive and defensive measures for hostile takeover attempts, advising on defensive measures against shareholder activism, establishing holding companies and doing comprehensive share-swaps.

A notable recent transaction for the team was in acting for Hyundai Capital on its fifth issuance of Samurai bonds with a total issue price of US$4 billion in Japan. Another was advising Shinsegae on its US$200 million overseas bond issuance. One of the biggest M&A deals last year saw the team advising KT Freetel on its US$17 billion merger with KT.