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

Peers note that Bae Kim & Lee has performed well this year, representing prominent clients such as Korea Electric Power Corporation, Korea Exchange Bank, Lotte Group and Pepsi-Cola Products Philippines. One client comments on the firm’s negotiating ability: “If Bae Kim & Lee represented our counterparty, I would feel very uncomfortable.”

In August 2010, Kevin Kap-You Kim and Minwoon Yang completed Hyundai Heavy Industries’ KRW2.6 billion (US$2.3 million) takeover of a 70% stake in Hyundai Oilbank from affiliates of Abu Dhabi’s International Petroleum Investment Company. The complex transaction, involving both a hostile context and negotiated terms, required extensive knowledge of Korean, Singaporean and UAE corporate law.

Kim & Chang’s M&A practice is a behemoth in the Korean market. It completed several landmark deals for prestigious clients such as Posco, the Korean National Oil Corporation, Prudential Financial and Unitas Capital.

Attorneys Myoung Jae Chung and Chung Hoon Ahn advised the Korea National Oil Corporation on its hostile takeover of Dana Petroleum, formerly listed on the London Stock Exchange. The transaction was worth £1.1 billion (US$1.78 billion), and represented the first successful hostile takeover by a Korean company of a foreign company. This deal follows a trend of Korean companies acquiring energy resources abroad to decrease their reliance on foreign entities.

Attorney Kye Sung Chung is also advising Hana Financial Group in the largest proposed cash acquisition ever in Korean history. If the deal successfully bypasses the regulators, Hana Financial Group will purchase a 51.02% stake in Korea Exchange Bank worth KRW4.69 trillion. This deal will profoundly reshape the Korean mid-size banking market.

Lee & Ko has added seven lawyers to its already large mergers and acquisitions practice, bringing its total headcount to over 100 lawyers full time. Although peers are conservative in their praise of the firm’s M&A work this year, its place in the top tier is cemented by the sheer volume of work completed by the practice as well as an impressive clientele such as Samsung Electronics and Korea Exchange Bank.

On April 1 2011, a Lee & Ko team led by partner Hyeong Gun Lee concluded the sale of Hyundai Engineering. Lee advised Korea Exchange Bank and eight other financial institutions on how best to proceed with the contentious sale, complicated by intense competition between Hyundai Group and Hyundai Motor Group. Ultimately, Hyundai Engineering was sold to Hyundai Motor Group for KRW4.96 trillion (US$4.96 billion).

Yulchon’s growing mergers and acquisition team is attracting interest in the Korean market. The firm handled three transactions valued at more than KRW1 trillion this year and lured partner Tae Yong Ahn from Kim & Chang.

Another outstanding partner is John KJ Kim, who is licensed in New York and specialises in cross border transactions. “We see him as more than just a partner when we need legal counsel on deals,” says a client.

This year, Yulchon advised Honam Petrochemical Corporation on its acquisition of 73% of the shares of Titan Chemicals, the largest petrochemical company in Malaysia. Partner Hee Woong Yoon led the deal, worth US$1.27 billion. It was one of the largest cross border mergers and acquisitions transactions that a Korean company had ever taken part in, and demonstrates Korean companies’ eagerness to enter the international energy market.

This year, Jipyong & Jisung’s M&A practice, headed by Seong Kang, expanded its client list to include SK Group, GS Group, Korea Development Bank and Daeshin Securities. Kang is well respected within the Korean legal community with clients praising his legal expertise. “His knowledge and expertise were first rate, and his ability to think out of the box was invaluable,” says one client.

The firm acted as buyers’ counsel on Daeshin Securities SPAC’s KRW80 billion acquisition of Ssuntel. Special purpose acquisition companies (Spac) were approved by the regulators in 2010 as a means of boosting M&A deal volume in Korea. This transaction represented the first successful deal involving a Spac company.

Peers offer mixed reviews of Shin & Kim’s M&A practice. Regardless, the firm maintains a strong tradition, and closed several influential deals in the Korean market. One client comments on the firm’s exceptional turnaround time: “We had a very tight timeline, but the firm has been able to deliver high quality work in a very timely fashion.”

Partner Chang-Hyun Song acted for Kookmin Bank as it spun off its credit card business to establish KB Kookmin Card. The deal was worth KRW2.4 trillion in shareholders’ equity and KRW12 trillion in total assets. KB Kookmin Card is now the second largest credit card company in Korea in what is an increasingly competitive industry.

Yoon & Yang boasts an impressive list of clients, including Korean Development Bank, Eland Retail, Donbu Securities and Pureun Mutual Savings Bank. The firm’s M&A practice is growing, and has added three associates. Peers, however, question some of the firm’s recent mandates.

Deal highlights include advising the Korean Development Bank on a KRW480 billion (US$430 million) deal in which it established a private equity fund with Korea National Pension Service to acquire 66% of Kumho Life Insurance. Yoon & Yang also handled the sale of 84% of Pureun 2 Mutual Savings Bank to Orix Japan in a deal worth KRW119 billion (US$107 million).

Hwang Mok Park is a popular choice for those clients seeking a firm with solid international credentials. The firm’s M&A practice has handled cases in Russia, Uzbekistan and Kazakhstan, among others. Despite the closure of its Shanghai office earlier this year, the practice’s strong showing can be credited to the presence of partner Sang Il Park, who one practitioner at a rival firm describes as “a brilliant legal mind”.

Kim Chang & Lee has consolidated its position in the rankings this year. Clients note managing partner Kyung-Joon Choi as a standout M&A practitioner.

In a highlight deal, the firm advised VOGO Investment on acquisition-related agreements and financing in the establishment of two private equity funds and the purchase of 44% of Tong Yang Securities in a KRW852 billion transaction.

Barun Law’s small but esteemed M&A practice, led by partner Kitai Park, is known for its work with US and New Zealand clients. In its largest M&A transaction in the last year, Park and senior foreign attorney Thomas Pinansky acted for US company Thomas J Davis in its acquisition of interests in multiple jurisdictions including Korea, Guam, the US and the Philippines.

Apex

On the M&A front, Apex has been active advising companies in the creation of Special Purpose Acquisition Companies (Spacs). Partner Jong Baek Park advised arranger E-Trade Securities regarding the Spac of SBI Private Equity, KTIC Global Investment, Korea Technology Investment, E-Trade Securities and AK Kangwon Investment. Partner Ji Hoon Cha also acted for HI Investment & Securities in its establishment of a Spac with Hyundai Heavy Industry, KCC, and Hanwha Venture Capital, among others.

Hankyul Hanul

In a highlight transaction, Hankyul Hanul partner Junoh Kim represented the Korea Depoit Insurance Corporation in its sale of insolvent Samwha Mutual Savings Bank to Woori FG Savings Bank, which had been established for the acquisition by Woori Finance Holdings. The transaction was worth KRW700 billion in assets and KRW1 trillion in debt.