Solicitors governing body: 대한변호사협회 - Korean Bar Association (KBA)
Competition authority: 공정거래위원회 Fair Trade Commission (KFTC)
Financial regulator: Financial Services Commission
IFLR1000 ranking categories for this jurisdiction:
Energy and infrastructure (published June) - Energy and infrastructure
Financial and corporate (published October) - Banking and finance, Capital markets, Competition, M&A, Restructuring and insolvency
South Korea’s legal market is independent, strong and stable, and it has a core of large self-confident domestic firms seated at the top. Not dissimilar to Japan, client relationships run deep and attributes such as loyalty play a far more important role within the business community then it may do so in other market contexts.
Historically, the market prohibited foreign lawyers and firms from working in the country, but it has liberalised in the past four years, which has prompted over 20 global firms to open up offices.
The Korean legal market is undergoing a protracted period of liberalisation following bilateral agreements with the EU and US that established a regulatory framework divided into three phases. Phase one allowed international law firms to establish branch offices in Seoul practising foreign law; phase two allowed Seoul offices of foreign firms to enter fee-sharing relationships with Korean law firms to facilitate cross-border work; and phase three – yet to be realised – promises to allow foreign and Korean lawyers to work together in some sort of partnership arrangement.
The first wave of market entrants was made up of three firms opening up in July 2012: Clifford Chance, Ropes & Gray and Sheppard Mullin. All three firms already had important Korea practices in place but did not have a physical presence. Late in 2012 there was a large influx of global firms into Seoul, with nine opening up in a two month period. This second wave saw the entry of some of the biggest foreign offices to date, including Cleary Gottlieb, Paul Hastings, and Simpson Thacher & Bartlett. By the middle of 2013, another seven firms had joined the market in Seoul, but the rate and number started to dwindle thereafter. In 2015 White & Case, Milbank Tweed Hadley and Allen & Overy set up shop.
Interested parties still await the elusive phase three that represents an opportunity for international firms to rapidly expand business in Korea. Regulators will be preparing the necessary legal framework to accommodate UK firms in July 2016 and then US firms in March 2017 as envisaged by the bilateral agreements. If all goes to plan – and with the revision of the Foreign Legal Consultant Act - law firms will be able to enter into joint ventures with Korean law firms and employ both foreign and Korean qualified lawyers.
Drawing parallels to Japan once again, it’ll be a real challenge for global brands to find a place in such a developed market.
Adam Majeed - Asia-Pacific Editor
Bae Kim & Lee has a strong energy, social infrastructure and TMT practice. Its energy practice has expertise in project finance, construction and technology, while its social infrastructure practice is actively involved in city development, including overseas projects.
A key energy client of the firm is Korea Electric Power Corporation (Kepco), which it acted for on the construction of nuclear and thermal power plants in Korea, China, India and the Philippines. It also has a strong relationship with Korea Gas Corporation.
Of late the firm has been exploring and developing overseas IPP (independent power producers) in Vietnam, India, the Philippines and Mexico, mostly sponsored by Kepco and its power generating subsidiaries.
In the research period the firm opened in Vietnam, with offices in Hanoi and Ho Chi Minh City, bringing in partners Eric Yang and Yong Geun Bae from Yulchon. It also brought in Youn Nam Lee but lost Jung Kwan Kim to the Korea International Trade Association.
Highlights include advising sponsors Korea South East Power, Daelim Industry and Lotte in the development of the Gulpur hydro-power project in Pakistan; advising New Songdo International City Development on the development of the Songdo International Business District, a $30 billion project to establish a smart city on 1500 acres of reclaimed land; and advising Hanwha Engineering & Construction Corporation as lead counsel for the negotiation and execution of a set of the agreements for the $8 billion Iraq Bismayah New City development project.
Despite only opening up in Seoul in May 2013, Baker & McKenzie has a long history serving Korean clients. The team in Seoul advises Korean companies on cross-border transactions, with a particular focus on energy, ports, mining, IT, communications and manufacturing.
In addition to Seoul, Baker & McKenzie’s Hong Kong, Singapore, Kuala Lumpur, Brisbane, Chicago, Washington and London offices all have dedicated Korean practices representing foreign investors and Korean businesses in Korea and abroad.
In the past year the firm has been mostly involved in a number of outbound confidential mandates in the areas of LNG, coal-fired power plants, and renewable energy.
Berwin Leighton Paisner has expertise in construction and engineering and strong relationships with Korean companies involved in these sectors. The firm has experience in power, water and oil and gas in key regions for Korean investment - the Middle East and North Africa.
The firm’s top Korean clients include Samsung Engineering, Daewoo Engineering & Construction, SK Engineering & Construction, GS Engineering and Construction, Daewoo Shipbuilding and Marine Engineering, Samsung Heavy Industries, Doosan Heavy Industries, and Halla Corporation.
The firm has a solid disputes practice and acts for Korean clients in energy and infrastructure projects, for example, acting for clients on (independent power producer) projects, offshore energy and rail disputes.
In the past year, the firm has been involved in a number of confidential mandates, advising EPC contractors and representing clients in disputes and ICC arbitrations.
Herbert Smith Freehills is one of only a few international firms with an energy and natural resources team on the ground in South Korea, executing deals and resolving disputes from its Seoul office. Its expertise encompasses outbound oil, gas and power transactions and disputes work. It is also involved in inbound oil and gas projects.
The firm acts for Korean corporates and SOEs in energy, natural resources and infrastructure projects. Its clients include Kogas, Kepco, Korea Midland Power, Posco Energy, Samsung C&T, and Daelim Energy, and it was recently appointed to Knoc’s legal adviser panel.
The firm has been involved in a number of confidential outbound oil and gas, coal and other power projects in countries such as Australia, Mynamar, Saudi Arabia and Indonesia. In one disclosable highlight it advised Samsung C&T in relation to subcontractor arrangements for the construction of the Roy Hill iron ore mine, rail and port project in Western Australia.
Kim & Chang is a mainstay in a stable legal market and has built itself credibility and expertise over time in energy and natural resources, including inbound and outbound project development work, regulatory advice, and dispute resolution.
Despite being noted as relatively expensive, the firm has received positive feedback from clients for its legal work, accessibility of lawyers, depth of team, handling of cross border elements, and responsiveness.
Recently, the practice has had a firm hold on coal power project acquisitions, and climate change-related issues and transactions. It is also strong in natural resources projects involving oil, gas, coal, mineral and renewable and other energy resources, and is acting as lead counsel on Korean energy companies’ investments in overseas utility, nuclear, oil, gas and mining projects.
Highlights include advising Korea East-West Power in its participation in the $400 million Kalsel-1 coal-fired power project in Indonesia; advising Korea Development Bank (KDB) in a W300 billion financing to WiRye Energy Services; and advising the same client in a W310 billion financing to DaeWoo Energy Services.
Lee & Ko is one the preeminent Korean firms in energy and natural resources. It advises domestic clients including Kepco, Kogas, Posco, Posco Energy, GS Donghae Energy, SK Energy and Korea Resources Corporation, and foreign clients including Boc Gas, Nippon Gas, Osaka City Gas and British Petroleum.
One client who worked with the firm remarked positively on the accuracy of the team’s legal work, and the accessibility, depth and responsiveness of its team.
Recent work highlights include advising Kookmin Bank, Industrial Bank of Korea and KB Asset Management on the $3 billion refinancing of the Incheon International Airport railroad PPP (public-private partnership); Shinhan Bank and Shinhan BNP Paribas Asset Management on the financing of a solar project in Japan; and advising Hyundai Rotem Company of developing the $1.4 billion Abidjan Urban Rail Road project in Ivory Coast.
Milbank Tweed Hadley & McCloy’s South Korea team is known for project finance work and is particularly active in the energy sector. The firm has a notable client base, including K-Exim.
Milbank has a long history of leading on deals for South Korea based entities, and at the start of 2015 it opened a foreign legal consultant office in Seoul to advise clients in South Korea and Asia-Pacific.
The firm has acted on a number of confidential mandates in the aviation, nuclear, chemical and telecommunications sectors. In one disclosable highlight, it acted for KEXIM, K-sure and commercial lenders in a limited recourse financing of the Jurong Aromatics project in Singapore.
Orrick has more than 15 years’ experience in South Korea, and a team of lawyers qualified in the US, UK and Japan. It is particularly strong in renewable energy and has acted on wind, solar, biomass and geothermal projects, including advising on some of the first wind and solar projects by Korean companies in the US.
The firm is known for acting for Korean energy companies. Its clients include the Korea Development Bank, EXIM Bank of Korea, Korea Electric Power Company, SK Energy and POSCO Energy.
In the past 12 months the firm has been engaged in some development work. One mandate , saw the team advise Hanwha on a $1 billion long-term photovoltaic module sales contract involving Next Era.
Shin & Kim has a good energy and infrastructure practice, which advises Korean clients domestically and abroad. The team includes construction, dispute resolution and government relations specialists.
A financial services client who worked with Sang-Hyun Lee says: “I am completely satisfied with the legal services provided by Shin & Kim, especially Sang-Hyun Lee. I found his attentiveness to client needs to be second-to-none. He is quick to reply and very accessible. I found the depth of his legal advice to be more than sufficient to cater our needs.”
In the past 12 months, the firm acted on a number of waste disposal transactions as the sector became increasingly popular among investors. It has also been involved in work in the Korean fuel cell industry, and in domestic and cross-border solar, wind, and hydroelectric projects.
Highlights include advising sponsors GS Energy and Korea Western Power on the $1 billion construction and operation of a combined cycle power plant in Pyoung Taek; advising Kexim, K-Sure and US Exim Bank in the development, construction and operation of a petrochemical complex in Egypt; and advising Daelim Industrial in a $600 million drinking water supply PPP (public-private partnership) in Peru.
Yoon & Yang’s energy practice group is relatively new but is making headway by attracting some top industry clients.
The firm’s expanding roster of clients includes Kepco, Korea South East Power, Korea Midland Power, SK Energy, GS Caltex, and E1.
The firm has been involved in thermal and renewable energy projects but the work is confidential at present, elsewhere it has been active in disputes and acted for energy plant companies in a lawsuit seeking annulment of the corrective order and the order for payment of a surcharge imposed by the Korea Fair Trade Commission. It also represented Kepco in lawsuits against electronic wire and cable makers in relation to claims of bid-rigging.
Yulchon’s energy and infrastructure practice is experience greenfield energy project development work. It also has a focus on corporate work, and advised on the privatisation of Korea Electric Power Corporation and various M&A transactions between private power project enterprises.
The firm’s key clients include Korea National Oil Corporation, Korea Gas Corporation, Korea Western Power, Korea Southeast Power, Hyundai Engineering & Construction, and Doosan Heavy Industries & Construction.
In the past 12 months the firm has been involved in a number of confidential mandates involving greenfield gas and coal power plants, and transport and mining disputes and regulatory work in jurisdictions including Myanmar, Bangladesh, Vietnam and Indonesia.
Allen & Overy’s Korean office specialises in project infrastructure banking and finance and has English and US qualified lawyers on the ground who have experience in executing deals across the Americas, Asia-Pacific, Africa, the Middle East and Europe. The firm’s capital market transactions are assigned to the Hong Kong team led by John Lee. In the past 30 years, the Korean office has built its reputation on the back of its strong relationships with Korean export credit agencies and is regular counsel to Korea Eximbank and Korea Trade Insurance Corporation on many of its financings worldwide.
Co-headed by Matthias Voss and Jean Lee, the Seoul office has been active in a number of headline cross-border energy and infrastructure projects last year. The team advised KEPCO on its bid to the proposed acquisition from AGL of a 50% stake in the 420MW wind farm asset located in Macarthur, Australia’s largest wind farm and the largest in the southern hemisphere. The stake is worth $389 million. In the Coral FLNG project in Mozambique, the first project to receive approval in the Rovuma basin, partners from seven jurisdictions were engaged. The project will be the first floating LNG facility in Africa. The team also advised a sponsor in relation to a hydro plant of $1 billion.
In the capital markets, the Hong Kong team advised BNP Paribas and Bank of New York Mellon as the arrangers and trustees on the establishment of Kookmin Bank’s $8 billion global covered bond programme regarding US and English law. This is Korea’s first covered bond offering since the new Covered Bonds Act was passed in 2014. John Lee also advised Mitsubishi UFJ Securities International on Kookmin Bank’s $10 billion certificate of deposit programme. His team from Hong Kong was counsel to Standard Chartered Bank (Hong Kong) as the underwriters for Korea Development Bank’s S$200 million ($148 million) and Rmb$1 billion ($150 million) notes. It also advised HSBC and Bank of Communications Hong Kong branch on Bank of Communications Seoul Branch’s $2 billion certificate of deposit programme this year.
Ashurst’s Hong Kong-based Korean team is headed by corporate partner John Kim. In order to meet new market demands, the firm recently added the financial services practice to its existing securitisation practice. Peter Kwon, expert in covered bonds transactions, and Christopher Whiteley, a specialist in derivatives and structured products, are partners in securitisation and financial services, while Nigel Pridmore is a partner in the debt capital markets.
In the debt capital markets, the team acted as special counsel for KHFC on its $500 million issuance of US dollar denominated covered bonds secured by residential housing loans last year. In the $10 billion merger between Hana Bank and Korea Exchange Bank, Ashurst acted as English law counsel to KEC Hana Bank and advised on the establishment of its global medium term note (GMTN) programme. In another high-profile case, the team advised the Bank of China on the implementation of its Rmb denominated ADS securitisation that originated from its Seoul Branch.
In the M&A space, Ashurst is strengthening its inbound M&A expertise in China, Indonesia, and Australia for foreign direct investment by Korean companies. Last year, the team was the lead legal advisor to Kia Motors and its suppliers in the development of the $1 billion manufacturing plant project into the Mexican State of Nuevo Leon. Extensive negotiations with the state government and related parties were engaged in the deal. The firm advised Glovis, a Korean logistics provider, on post-closing regulatory and compliance matters of its 70% acquisition in Adampol, a Polish company.
Bae Kim & Lee is very active in advising Korean ECAs—comprised of the Export-Import Bank of Korea and the Korea Trade Insurance Corporation. It has a strong relationship with the Korea Development Bank and it carries out many general banking and project financing transactions for the client. During the research period the practice brought in Kyung Wook Hur, a former ambassador at the OECD and Mann Pung Jeon from Barun Law.
In the past year, the firm’s IPO practice has been among the market leaders, especially in respect to transactional value. It has also been highly active in GDR offerings and block trades.
The firm is also strong in private equity and its M&A practice has led the field in the financial services industry. Partners Jung Hwan Bae and Youn Nam Lee have joined the firm from Hyundai Oilbank and Yulchon, while Sun Hee Park left the firm.
Known for representing clients before the Korea Fair Trade Commission (KFTC) and in the courts, the firm’s competition practice recently hired expert advisor Woo Sung Kim from the KFTC itself. The firm’s bankruptcy and corporate restructuring practice is highly experienced and has acted for debtors in over 100 proceedings.
Speaking about the firm, one satisfied client says: “We worked together on a number of foreign currency funding activities and given the volatility in the financial market these days, we always make quick decisions. And also considering that we keep our potential transactions confidential until the last minute, all work needs to be done on short notice. The team was knowledgeable and professional and has been very accommodative to our requests, especially in the tight timeline that we usually worked on.”
Eui-Jong Chung has been the recipient of praise: “He has a good understanding of the relevant regulations in Korea and is updated on developments in capital market regulations globally.” Hyun Wook Park was also praised: “He was particularly impressive. His detailed and comprehensive feedback has been very helpful in that we were given many reasonable options to consider.”
Finance highlights include advising the Export-Import Bank of Korea in ship financing to purchase seven large gas carriers by Bermudian SPVs directly or indirectly owned by BW LPG Holding; advising Korea South East Power, Daelim Industry, and Lotte E&C in the project financing for the $370 million Gulpur Hydropower Project in Pakistan; and advising Visteon Corporation in the $2.3 billion acquisition financing for its sale of a majority stake in Halla Visteon Climate Control to Hahn & Company.
In the capital markets the firm was busy advising underwriters NH Investment & Securities, Daewoo Securities, Deutsche Securities Korea and Citigroup Global Markets Korea Securities in connection with Innocean Worldwide’s $300 million IPO and listing on the KOSPI Market; advising NH Investment & Securities, and Korea Investment & Securities in $444 million LIG Nex1 IPO and listing on the KOSPI Market; and advising the Korean state in its issuance of Rmb3 billion Panda Bonds due 2018.
M&A highlights include advising Tesco on the $6 billion sale of its Korean operations to a consortium led by MBK Partners, one of South Korea’s largest private equity firms; advising Samsung Group in its 58% stake sale in its chemical subsidiary Samsung General Chemicals, and its 32% stake sale of its defence subsidiary Samsung Techwin to the Hanwha Group for an aggregate of Krw1.8 trillion; and advising Hana Bank, Korea Exchange Bank and their shareholder, Hana Financial Group, on the banks’ $7 billion merger.
Amid some significant confidential mandates, the firm’s competition team successfully coordinated the multi-jurisdictional merger filings of Lotte Chemical’s acquisition of Samsung Fine Chemicals and SDI Chemical; and in restructuring and insolvency the team advised on the restructuring of Bokwang Group, a large conglomerate of over 20 affiliates that went into a financial crisis due to recession in the golf and resort business.
Baker & McKenzie opened its Seoul office in 2013. The team has a particular focus on advising Korean companies on cross-border energy and infrastructure transactions. The corporate department has advised clients including Hyundai Motors, Kia Motors, SK C&C, SK E&S, and Samsung Electronics. In many significant cases the firm was instructed during the research period, with both partners of the corporate department – Won Lee and Winton Kim – overseeing the mandates together or individually.
One client gave individual praise to partner Won Lee: “Lee understands the business thoroughly. He understands the general counsel's role in a company and the allocation of power within a company. Lee is professional in energy and infrastructure. He has a lot of experience in this area. He gave us prudent advice and is very responsive.”
Some of the confidential work it did covers Korea, US and China deals where the firm’s international presence or connections, alongside with the provision of a full-service practice are prominent, particularly regarding due diligence and compliance. To give an example, Baker & McKenzie advised SK Planet on its investment and intellectual property licensing arrangements with Indoor Atlas, a Finnish start-up company.
Cleary Gottlieb’s Seoul office is best known for its financial and corporate work over the past 20 years. The firm has an extensive track record in advising on Korean IPOs with an international tranche, and breath of expertise in outbound and inbound cross-border M&A transactions. Three Korean partners, Jinduk Han, Yong Guk Lee, and Sang Jin Han are key partners in the finance and corporate practice.
In 2015, the firm was counsel in two of the largest IPOs in Korea. It represented Innocean Worldwide and the selling shareholders in the company’s $303.6 million IPO of common shares; and represented Mirae Asset Life insurance’s $307.4 million IPO in Korea and Rule 144A and Regulation S offering.
Partner Jinduk Han acted for the Republic of Korea in its offering of Rmb3 billion ($470 million) bonds to investors in China. It is the world’s first Chinese 'panda' bond offering by a sovereign government. Partner Sang Jin Han led his team to represent the consortium led by MBK Partners in the $6.1 billion acquisition of Homeplus and its subsidiaries from Tesco. Han and his team also represented POSCO and its subsidiary POSCO Engineering & Construction in its sale of a 38% stake in the subsidiary to Saudi Arabia’s Public Investment Fund for $1.1 billion and in the establishment of a construction and engineering joint venture in Saudi Arabia.
In collaboration with its Hong Kong office, Clifford Chance’s Korean capital markets team has substantial experience working with domestic and international banks, corporations and public enterprises in Korea. Clifford Chance provides for both issuers and underwriters for major conglomerates in Korea across the debt and equity capital markets. As to its M&A department, which has an energy focus, some high-profile mandates were received in the past 12 months.
Hyun Kim, capital markets partner, received individual praise: “Kim gave us feedback imminently whenever we needed it. I feel very comfortable working with him.” David Joo was also drawn out for his attributes:: “David Joo is exceptional. He is very patient, very considerate and active.” The team as a whole is described as being “able to close a big projects in a very tight schedule”. One client recalls: “There were times we were working at late hours and all the way until morning. It was a cross-border matter. It was completely new. Clifford Chance had done an excellent job in setting the precedent for this type of transaction.”
Highlight deals in the debt capital markets include advising the joint lead managers in connection with Hyundai Heavy Industries’ $221 million exchangeable bonds; advising UBS as the arranger and dealer on the $6 billion KEXIM euro commercial paper programme update that had not been revisited since its establishment in the 1990s; and advising, alongside its Bangkok office, the joint lead managers in connection with $150 million floating rate notes listed on Singapore Exchange.
In M&A , the firm's most notable deal was its advice to Saudi Public Investment Fund (PIF) on the fund’s acquisition of a 38% stake consisting of new and existing shares in POSCO Engineering & Construction (POSCO E&C) for approximately $1.2 billion, and PIF’s subsequent joint venture with POSCO E&C. This is the first time PIF, the investment arm of the Saudi government, acquired an investment stake in a foreign company. Last year, the team acted for acquirers in many M&A deals. In one non-confidential transaction, it advised Delivery Hero in its acquisition of the remaining interests in Baedaltong in Korea.
Herbert Smith Freehills' (HSF) on the ground Korean office has built an excellent reputation and clientele in the past 15 years. It is led by cross-border energy and natural resources specialist, Lewis McDonald, and construction partner, James Doe, and runs a bespoke M&A practice.
The most impressive deal last year has to be HSF’s advice to Korea Gas (KOGAS) on a series of energy mandates, which include KOGAS’s interest in the Rovuma Basin LNG development in Mozambique. This was Mozambique’s first LNG project and is one of the largest in the world. It also advised on international aspects of the proposed partial divestment and restructuring of KOGAS’ stake in the $25 billion Zubair oil field rehabilitation project in Iraq.
The team was mandated with a few more transactions amounting to over billions of dollars. For example, it advised Samsung C&T on the potential impact of the company’s international contracts on its proposed $11 billion merger with Cheil Industry; and advised Barclays on its obligation as a sponsor to Tesco on Tesco’s disposal of Homeplus.On a relatively smaller scale , the team acted for the consortium comprising POSCO Energy and others in the $1.3 billion Sumsel 9 & 10 independent power projects in Indonesia.
In finance Jipyong is active in acquisition finance, structured finance and project finance; especially in investment by finance investors and pension funds in foreign real estate in the United States, Europe and Australia. The practice did, however, lose partner Su-Jin Choi in the research period. The capital markets team has been busy providing Vietnamese and Indonesian corporations with legal advice on their IPOs in Korea, and has been assisting KOICA in developing the securities market in Cambodia.
The M&A team has had a solid year acting in automotive, leisure, natural resources and technology deals, and the competition team was bolstered by the hire of partner Jinhee Kim.
Jipyong's bankruptcy and restructuring practice group is made up of experts with strong knowledge of local bankruptcy laws, but also bankruptcy systems and procedures in the US, UK and Japan.
In banking the firm was busy advising a Korean financial investment company on its granting of a $60 million loan to a Chinese manufacturing company after establishing a pledge right on the borrower’s accounts receivable through a special purpose company; advising Shinhan Bank on a Krw600 billion loan to Mirae Asset Securities regarding the acquisition of Daewoo Securities; and advising Meritz Securities on an asset-backed transaction with auto loan receivables of BNK Capital as its underlying asset.
Capital markets highlights include advising Korea Investment & Securities on the LS Cable & System Asia IPO—the first time a Vietnamese corporation is making an IPO on the Korea Exchange; advising Korea Investment & Securities on the GenoFocus IPO; and advising Haitai Confectionary & Food on its IPO.
The firm's M&A team has been busy advising EnbioCons on its Rmb192 million establishment of a water treatment company as a joint venture between Korean and Chinese private corporations; advising SK Holdings on its Krw59 billion acquisition of new shares in car-sharing company Socar; and advising KCC Corporation on its Krw 204 billion acquisition of shares in Inspire Integrated Resort.
In competition Jipyong advised E-Mart in an investigation alleging collusion among big supermarket chains; and in restructuring and insolvency it acted for Korea Mineral in an application to commence rehabilitation proceedings.
Kim & Chang is a Korean law firm that needs no introduction. With close to 1000 professionals it is easily the largest firm in the country and it dominates the market routinely attracting the best mandates available.
Easily among the best in finance and capital markets, the firm’s 150-lawyer-strong M&A practice group is the market’s largest and in the past 12 months it has been involved in some huge billion dollar mandates.
With over 100 antitrust experts, Kim & Chang is unmatched in competition matters, and its team not only includes attorneys but also former senior officials and officers from the Korea Fair Trade Commission (KFTC) and antitrust economists; its restructuring and insolvency team has acted for clients in virtually all landmark cases in Korea and has been key to the development of insolvency and restructuring jurisprudence.
There have been some interesting movements in the research period, with James Geechul Lee joining the finance practice from Bank of America Merrill Lynch and Heon-Yup Lee arriving from One Law Partners. The M&A team brought in Jung-Chull Lee from Reed Smith while the competition team brought in advisors Young Ho Ahn and Sang Seop Noh from the KFTC despite being hit by the departures of Young Jin Ahn and Sea Hun Oh to Shin & Kim and Hyundai Heavy Industries.
The firm has received strong feedback from clients in competition and M&A, with one saying that the firm has been “very attentive to client needs and produced quality results. I am satisfied with working with them”, and another client stating that “it has excellent skills and know how regarding M&A in outbound issues”.
Gene Oh Kim has been described as an “excellent lawyer with deep legal expertise” and Dong Shik Choi has been described as “an excellent professional with various experiences in dealing with corporate matters related to multi-national companies”.
In banking the firm kept busy advising Hahn & Company in the Krw1.9 trillion acquisition financing for the acquisition of a controlling stake in Halla Visteon Climate Control Corporation; advising a syndicate of lenders with Nordea Bank acting as agent in its $1.3 billion financing of eight LNG carriers being built in Korea; and advising a syndicate of lenders with Kookmin Bank acting as the facility agent and security agent in the Krw1 trillion refinancing of outstanding loans utilised for developing a 1880MW LNG-powered combined cycle power generation facility in Dongducheon.
Capital markets highlights include advising underwriters—Republic of Korea Bank of Communications, Citibank, Goldman Sachs, Gao Hua Securities, HSBC and Standard Chartered Bank—in connection with an Rmb3 billion offshore Panda Bond offering by the Korean state; advising Kookmin Bank in connection with the establishment of its first ever covered bond programme and its first issue in Korea; and advising Shinsegae in its $300 million guaranteed subordinated capital securities issuance.
In M&A the firm acted for Samsung C&T in its $11 billion merger with an affiliate, Cheil Industries, where Cheil Industries became the surviving company and Samsung C&T the non-surviving company. The firm also advised Anbang Life Insurance in its Krw1.1 trillion acquisition of 63% equity stake of Tong Yang Life Insurance, a life insurer in Korea; and advised Sampyo Cement Corporation in its Krw794 billion acquisition of Tongyang Cement & Energy.
In the research period the competition team was advising Oracle Corporation and Oracle Korea in KFTC’s investigation into alleged abuse of its market dominance; it was also busy advising Western Digital in KFTC’s review of its acquisition of SanDisk; and advising Anheuser-Busch InBev in KFTC’s review of its acquisition of SAB Miller.
Restructuring and insolvency highlights include advising Samwhan Corporation in its defence against its shareholders’ action to commence rehabilitation proceeding; and advising Woongjin Energy on its restructuring through a meeting of bondholders.
Established in 1977, Lee & Ko is firmly entrenched in the Korean legal landscape. Its banking and finance practice is extensive and acts for Korean and foreign financial institutions and corporations on matters ranging from general banking to project finance. In the research period it hired partner Gui Hwan Yang from Lodestone Partners.
The firm has a very strong reputation in securitisation and in the bond markets, and in the past 12 months its capital markets practice has hired partner Jason Song from Nomura Financial Investments and Kee Won Shin from Cleary Gottlieb Steen & Hamilton.
The M&A team consists of over 150 professionals, including 20 CPAs and tax accountants, and it has been strengthened in the past year with the hires of partner Genny Kim from Shin & Kim, Chang Rong Xu from Beijing Boostar Environmental Engineering and Youn Joon Han from Bizconsult.
In competition the team continues to grow with the aid of in-house economists, and in restructuring and insolvency it offers clients legal advice and practical assistance in the areas of rehabilitation, work-out, insolvency and corporate restructuring.
One satisfied M&A client says: “It’s very knowledgeable about the field our company sought advice in. It’s a top tier firm for our company regarding cost, time management and work result.”
Sang Gon Kim has received praise with one client saying that he “did excellent work for our company's multi-M&A deals”.
Banking highlights include advising Kookmin Bank, Industrial Bank of Korea and KB Asset Management in Incheon International Airport's $3 billion railroad private participation refinancing project; advising Samsung Asset Management Company in the $230 million financing of one Airbus A380-861 aircraft for BBAM Aircraft Leasing and Management; and advising Hanadaetoo Securities, Kookmin Bank, Woori Bank, NH Bank, Shinhan Bank and other lenders in the $514 million financing for Harim Group in respect of its acquisition of Pan Ocean.
In capital markets the firm was busy advising the Agricultural Bank of China in establishing its $2 billion certificate of deposit (CD) programme for the issuance of CDs in Hong Kong; and advising the Korea Development Bank in its Krw700 billion CoCo Bonds due 2025.
M&A highlights include advising LG International in its Krw315 billion acquisition of 51% of Pantos Logistics; advising Hotel Lotte in its Krw1 trillion acquisition of KT Rental from KT; and advising Cheil Industries in its Krw8 trillion merger with Samsung C&T.
The competition team acted for seven SK Group affiliates in a landmark Supreme Court case regarding their appeal of the KFTC’s finding that they had engaged in unfair intergroup assistance by entering into long-term IT outsourcing agreements that were not arms-length; and the restructuring and insolvency practice acted for Hanil Development in its filing of an application for commencement of rehabilitation proceedings and providing advice until obtaining approval of the rehabilitation plan.
The capital markets department in Linklaters' Seoul office is run by partner Huyung Ahn, while the energy and infrastructure department is headed by Stephen Le Vesconte.
Linklaters’ Korean practice last year picked up a number of mandates, particularly in the project finance area. It advised KEXIM, K-sure and a group of eight international commercial banks on a $1.7 billion hybrid corporate/project financing for a petrochemicals complex in Louisiana. The project itself is part of China’s ‘One Belt, One Road’ initiative and the largest private sector hydropower initiative in Pakistan. Elsewhere, the firm advised KEXIM and commercial lenders on the project financing for the $800 million Morupule B Phase II coal fired power project in Botswana. It is KEXIM’s first investment in a Sub-Saharan power project. The firm also represented the Korea Development Bank, as guarantor, in Hyundai Heavy Industries’ $221.6 million zero coupon guaranteed exchangeable bonds issued to international investors. On another landmark case, the team acted for all lenders of the $20 billion Yamal LNG Project regarding its financing in Russia. The LNG deal was one of the largest to date worldwide. In particular, it incorporated Rmb denominated funding. The additional complexity came from compliance with US and EU sanctions affecting Russia’s oil and gas sector, which prompted a range of innovative and sophisticated features in the deal.
In the debt capital markets,highlights include advising the lead underwriters on the issuance of Rmb3 billion ($451 million) 'panda bonds' issued by the Republic of Korea; and advising Kookmin Bank, as the issuer, on the establishment of its $8 billion global statutory covered bond programme, which was the first in Korean market since the new 2014 law took effect. The transaction is likely to become the benchmark for Korean covered bonds utilising the new 2014 Act.
On the equity side, the team advised Citigroup Global Markets Korea Securities in its IPO of Mirae Asset Life Insurance’s common stock, which was the second largest IPO in Korea in 2015. The firm was also part of the legal panel of Deutsche Bank, as arranger, on the $15 billion global medium term note (GMTN) programme 2015 update issued by the sovereign-rated policy bank, Korea Development Bank.
Milbank opened its Seoul office in 2015. It specialises in restructuring and refinancing work, and has been advising lender banks active in the energy, natural resources, and projects and infrastructure sectors. The Seoul office is led by Partner YJ Kim. The team has a strong focus on project finance and aviation transactions. In particular, the team advised the leading aviation companies in South Korea in relation to project financing deals such as aircraft leasing as well as providing advice on South Korea outbound investments.
Project finance is the firm's key strength. It has a good business relationship with K-Sure and K-EXIM. Last year Milbank was mandated to represent K-EXIM, K-sure and other banks in a $2.1 billion greenfield project financing of an integrated steel mill in Brazil. The deal involved Milbank’s international offices including Seoul, New York and Sao Paulo.
In restructuring, Milbank represented both K-EXIM and K-sure and commercial lenders in the financial restructuring of the limited resource financing facilities extended to the Jurong Aromatics Project in Singapore. The firm engaged its South Korea, Singapore, UK and US teams when working on this cross-border distressed loan. This was a domestic restructuring combining private and public funds.
Paul Hastings opened its Seoul office in 2012 and has expressed an appetite to upscale the office from 15 to 20 lawyers in a few years’ time. Head of its Seoul corporate practice is Daniel Sae-Chin Kim who focuses on M&A and private equity buyouts and investments. The firm also put special emphasis on its US securities laws and regulations expertise.
The team is very active in M&A and received significant mandates from the acquirer side. Deal highlights include advising Temasek in its participation in the $6 billion acquisition of Tesco’s Homeplus, the second largest supermarket retail chain in Korea; representing Softbank as the sole investor in its $1 billion investment into Coupang, a leading Korean e-commerce platform; and representing Hotel Shilla in its 44% acquisition of DFASS, the world’s largest in-flight duty free retailing. For Hotel Shilla, this deal marks its first entry into the US duty free market. It also advised Hanwah Q CELLS investment in its $1.2 billion merger with Hanwah SolarOne.
On the seller side, the team acted for Samsung Electronics in the sale of its fiber optics business to Corning Incorporated, as well as another sale of the company’s hardware business unity to a foreign technology company.
Ropes & Gray was the first foreign legal consultant office in Korea. The Seoul office is led by partners Jaewoo Lee, Hyo Yong Kang and Bill Kim. Its notable clients include Samsung Engineering, Hyundai/KIA Motor, LINE, Naver, and its long-term global clients TPG and Bain Capital. In 2015, the firm attracted a series of high calibre M&A and corporate work in the TMT and technology, real estate, and private equity sectors.
Headline deals include advising Canada Pension Plan Investment Board (CPPIB) in its acquisition of a 20% stake in Homeplus, Tesco’s South Korean business, for $534 million; and advising LINE, a leading global mobile messaging company based in Korea, on the establishment of a multi-million cross-border game development joint venture with Long Tu, a Chinese game developer based in Hong Kong. The firm also advised two internet companies on IP, data protection, distressed M&A and buyer financing, and corporate structuring issues.
Last year, the firm was working on a few confidential inbound private equity investments on retail business, food services business, and real estate matters.
Shin & Kim's finance practice is known for asset finance and has had a strong year in acquisition finance. Despite losing Genny Kim to Lee & Ko, the practice has developed with the hire of partner Chan-Mook Jung from the Financial Supervisory Service, and a round of hires from Korea Development Bank and the Financial Services Commission amid internal partner promotions.
Its capital markets practice is strong in the debt capital markets and has a large team of IPO speciliasts, while its M&A team hired partner Juneyoung Jang from Bae Kim & Lee and lost partner Seong Hoon Yi to KL Partners.
Its competition team brought in partner Young Jin Ahn from Kim & Chang, and its 40-lawyer-strong restructuring and insolvency team has acted in the most significant corporate reorganisations in recent Korean history, such as for Samsung Motors, Kia Motors Group and Daenong Group.
A Sovereign Wealth Fund client that worked with the firm says: “Shin & Kim is well known in the Korean legal market as complete professionals who understand the clients' needs. It has been very helpful in dealing with private equity sponsors in our LPA negotiations. Not only is it knowledgeable in the industry sector its advising clients on, it often goes beyond the job scope to get the job done without incurring any extra legal costs.”
Helen Pak has been a recipient of client praise: “She is the ultimate go-to person in Korea when it comes to investment matters. I have worked with US and UK firms on numerous occasions and I don't think there are that many talented—and dedicated lawyers—comparable to Helen—even at magic circle firms or comparable NY firms. She is widely respected among her clients and colleagues alike.”
Finance highlights include advising mandated lead arrangers Shinhan Bank, Woori Bank, NH Investment & Securities and Hana Financial Investment and other Korean financial institutions as lenders for the $4 billion senior financing of MBK’s acquisition of the Homeplus from Tesco; advising Affinity in connection with the acquisition financing of the Burger King franchise from another private equity firm; and advising K-sure in the $730 million Bahrain LNG import terminal project financing.
Capital markets highlights include advising Korea Investment & Securities in the Krw24 billion Pixelplus IPO and listing on the Korea Exchange; advising lead manager Korea Investment & Securities on Asia Business Daily’s Krw30 billion IPO and listing on the Korea Exchange; and advising BNP Paribas on KB Kookmin Bank's $8 billion covered bond programme.
In M&A the firm has been busy advising SK Telecom in the Krw2 trillion acquisition of CJ Hellovision and merger between SK Broadband and CJ Hellovision; advising Kakao in the Krw1.9 trillion acquisition of Loen Entertainment; and advising Tongyang, formerly a holding company of Tongyang group, in the Krw794 billion sale of majority shares of Tongyang Cement.
In competition the firm continued to advise Qualcomm in an appeal to the Korean Supreme Court regarding KFTC’s decision against Qualcomm and certain of its Korean subsidiaries for some of its business practices; and the restructuring and insolvency practice represented Pan-Ocean in its sale of shares to be issued while under rehabilitation proceedings.
Simpson Thacher established its Seoul office in 2012 and it is headed by partner Youngjin Sohn, but the firm’s Korea practice also operates from Hong Kong, headed by partner Jin Hyuk Park. The Korea practice is active in capital markets, M&A and private investment. Its capacity and strength in acting on securities offering deals in Korea is evident from the headline transactions the firm was mandated with in the past 12 months.
Highlights in the debt capital markets include representing, as sole international counsel, the underwriters of the KEB Hana Bank’s $10 billion GMTN programme update and the bank’s $300 million takedown notes offering; acting for Hyundai Heavy Industries in connection with its $221.6 million exchangeable bonds offering guaranteed by Korea Development Bank (KDB); and representing HSBC, JPMorgan Securities and Morgan Stanley as initial purchasers in connection with Doosan Heavy Industries’ $500 million notes offering guaranteed by the Export-Import Bank of Korea (KEXIM).
On the equity side, the team represented the underwriters in the $301 million IPO of Innocean Worldwide under Rule 144A and Regulation S. Innocean Worldwide is a leading market communications company based in Korea.
In the M&A space, the team represented an affiliate of Northwood Investors’ sale of the New York Place Hotel for $805 million to an affiliate of LOTTE Hotels & Resorts. Simpson Thacher was also instructed to represent Carlyle, one of the bidders, in its proposed acquisition of Homeplus from Tesco, the large UK supermarket chain. Elsewhere, the firm received the mandate to represent CJ Korea Express, one of the bidders, in its proposed acquisition of APL Logistics. Kintetsu World Express won the bid and acquired APL Logistics for $1.2 billion.
Yoon & Yang’s banking, securities and insurance (BSI) group is strong in financial regulatory work, securitisation and in real estate and project finance, and its capital markets practice contains former in-house counsels of the Financial Supervisory Service (FSS) and a former director of the Korea Stock Exchange (KRX).
The firm’s M&A team has recently been focused on healthcare, acting for pharmaceutical companies and medical institutions, and its competition team is regularly involved in abuse of market dominance, cartels, resale price maintenance and unfair business practices handled by the KFTC or overseas competition authorities.
In restructuring and insolvency the firm has much experience in M&As of companies under restructuring proceedings, and in acting for Korean clients where the receiver of the US debtor applied to the Korean court for recognition of the US insolvency proceedings.
There have been changes in the past 12 months with the partner hires of Keon Jong Lee from Hyundai Heavy Industries and Jung Keun Lim from Yulchon, and the departures of partners Heung Chul Shin to Lawplex Law Firm and Hyun Chan Jung to Barun.
One South Korean chaebol who worked with the firm in restructuring matters says: “We continue to trust in Yoon & Yang because the firm’s lawyers are highly capable professionals who work diligently to satisfy us, and the services they provide are both thorough and polished. I would strongly agree that the firm represented good value for our money and the firm have talented attorneys to meet our needs.” Another competition client described the firm as being “very knowledgeable on competition law and has developed an international reputation through working with the ABA Antitrust Section”.
There is praise for Myung Soo Lee: “Mr. Myung Soo Lee of Yoon & Yang is impressive and outstanding. He is not only knowledgeable in the relevant laws regarding the financial regulations, but also insightful in understanding the purposes of the regulations. In addition, he maintains positive relationships with the financial authorities in Korea including the Financial Supervisory Service (FSS).” Sang Goo Han also received praise: “Sang Goo Han has great knowledge of general corporate matters and M&A, especially for the matters of insolvency-related M&As. He is very responsive and experienced. We would definitely work with him in the future.”
In finance the firm advised Byeollae Development Reits in connection with an $84 million housing development project in Byeollae, Namyangju city; and it advised Cheon Woo Development Company in its $11 million loan agreement with Meritz Securities to acquire the buyer’s rights in real properties in Yongin city.
In the debt capital markets it advised the Industrial Bank of Korea in the annual update of its $8 billion GMTN programme; and advised issuer Doosan Heavy Industry and guarantor Export-Import Bank of Korea in Doosan Heavy Industry’s issuance of $500 million notes due 2020.
M&A highlights include advising SKC as Korean counsel in setting up a joint venture with Japan’s Mitsui Chemicals to expand its polyurethane business; advising Ildong Pharmaceutical in its $120 million sale to H&Q Korea, a domestic private equity fund; and advising Namhae Chemical, the largest fertiliser company in Korea in its investment in Yeosu Green Energy, a power plant corporation.
In competition, the firm obtained local merger clearance of Microsoft’s acquisition of Nokia Corporation’s mobile device and services business; and in restructuring and insolvency it acted for nine financial institutions as creditors in relation to construction company Keangnam Enterprise’s workout.
This strong independent South Korean law firm has put in a lot of effort of late to expand its banking and finance practice (financial institution group) by initially bringing in Ben Hur to head it in 2014. Known for aviation finance, the practice has continued to grow by adding personnel, creating a new business model and obtaining work from new clients. Despite losing partner Beom Sang Lim and hiring partner Kyu Sik Kim from Hyundai Card in the research period, it also hired advisors, consultants and lawyers from places such as Woori Investment & Securities, Credit Finance Association, Kim & Chang, KTB Investment & Securities, Yanbian University and the Korea Federation of Banks.
Its capital markets team regularly acts for issuers, guarantors and agents on a range of capital markets transactions, and its M&A team recently acted on Korea's largest ever M&A transaction and hired partner Yi Hong Be from Daeryook & Aju Law Firm despite losing Jay Shin to Gowling WLG.
Yulchon's standalone competition practice has substantial experience and knowledge of the relevant antitrust regulations of Korea Fair Trade Commission (KFTC) and the US Federal Trade Commission, and the reputation of its restructuring and insolvency practice was enhanced by the hire of partner Chul Man Kim from Kim & Chang.
One shipping client who worked with the firm in competition matters says: “It was very successful in defining the key issues to develop the strategy to make a win co-working with a client. It has very strong knowledge, experience, and network in the area of competition and fair trade. I am really satisfied with the outcomes they have made for us. I will come to them again for the legal services when I need in the future.” Another pleased client says: “I am very satisfied with the service provided by Yulchon. It has a deep understanding of the industry as well as the commercial perspective. I also appreciate the fact that it is always willing to work beyond its work scope to assist the client.”
There is individual praise for Seuk Joon Lee: “He is a very reliable professional and can team up with the best members to support the client, with a great level of understanding, knowledge, and experience”. Jin Kook Lee is also praised: “He’s top notch. Very client friendly, and can always be relied on. A true professional of the highest quality.”
Banking highlights include advising Korea Development Bank and its lenders on the extension of the facility loan of Krw300 billion to Hanhwa Q Cells required for its new construction of a solar cell plant; advising Kyobo Securities in the $92 million operation lease transaction of two Airbus A330 aircrafts; and advising Hi Investment & Securities in the $35 million financing of two Airbus A380 aircraft for Emirates.
In capital markets the firm advised issuer Lotte Data and Communication in its prospective IPO; and it also advised Merrill Lynch International, HSBC and Hyundai Heavy Industries in its issuance of $222 million zero coupon guaranteed exchangeable bonds.
M&A highlights include advising a consortium of investors led by MBK Partners, the largest independent private equity firm in North Asia, in its $6 billion acquisition through a public auction process of Homeplus, the Korean retail business unit of Tesco; and its competition team obtained unconditional antitrust merger clearance for the largest technology sector merger to date—Dell’s $67 Billion Acquisition of EMC.
In restructuring and insolvency, the firm advised Posco Plantec in its extension of bond maturities as a condition to a workout under the CRPA with its financial institution creditors; and advised First Gulf Bank in the rehabilitation proceedings of debtor Sungwon Industrial and Sungwon Construction in filing a claim in rehabilitation proceedings.
Davis Polk’s Tokyo and Hong Kong offices conduct the firm's Korean matters. Last year, the firm picked up some high-value bond deals, all of which engaged Eugene Gregor, capital markets partner in the Tokyo office. The team has substantial experience working with underwriters in high value transactions ranging from multi-million to over a billion US dollars. The firm has been engaged in significant Korean deals last year. Its bespoke clients include Merrill Lynch (Asia-Pacific), Goldman Sachs (Asia), HSBC, and Barclays.
One satisfied client says of the firm: “It acted in a professional manner at all times and provided professional and commercial legal advice to the underwriters.”
“It is rich in knowledge and experience on financing and we are very satisfied with its service,” says one client who worked with the firm’s project finance team. Latham & Watkins’ Korean practice is particularly active and strong in project development and finance transactions, along with its corporate M&A practice. Opening its Seoul office in the second half of 2016, its Korean practice is headed by Joseph Bevash, Sungjin Kang and Ji-Hyun Helena Kim who are based in Hong Kong. Ju-Hyun Helena Kim will be based at thefirm's Seoul office.
In the past 12 months, Latham was mandated with various significant project finance matters. It represented the lenders in connection with a $5 billion project debt refinancing of the Ichthys LNG Project in Browse Basin, Australia. In the project Pertamina (Persero), the team advised Pertamina on the $2.8 billion project development and financing for the Donggi-Senoro LNG in Indonesia. It is the fourth LNG deal and is one of the major gas infrastructure projects in Indonesia. It also advised the sponsors and project companies involved in the Semangka Hydroelectric Power Project, which is at the forefront of hydropower developments in Indonesia.
In the M&A space, the Korean team handled a couple of significant cross-border transactions. It represented acquirer Illiois Tool Works’ in its $450 million purchase of the engineered fasteners and components business (EF&C) of ZF TRW. It was a global transaction involving more than 10 jurisdictions. In another M&A deal, the firm acted for the acquirer, CR Bard, in part of the company’s wider deal whereby CR Bard also acquired the Indian, Taiwanese, Singaporean and Australian operating entities of Bard International. The transaction involved coordination in over 10 jurisdictions in Asia, Europe and the US.