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Lotte Group, South Korea's fifth-largest conglomerate, is expected to transform itself from a retail group into a conglomerate with two wings: retail and chemicals. Samsung Group is on track to become a global information and communications (IT) company.
The deal, which involves trillions of dollars, was started and finished by the owners themselves. Vice Chairman Lee Jae-yong and Chairman Shin Dong-bin have smiles on their faces and seem to be enjoying the surprise of the industry and the public.
But when you go deeper into the details, there are many behind-the-scenes helpers who have been working breathlessly behind the owners' 'big deal'. Kwangjang and Pacific, the 'flower of law firm work,' have played a major role in the mega-mergers and acquisitions.
Samsung's legal counsel in this big deal was Kwangjang's Kim Sang-gon (47, 23rd class). Mr. Kim also represented Hanwha in the Hanwha-Samsung deal in November last year.
By all accounts, both Samsung and Lotte gave Kim a love call ahead of the big deal. But Kim, who advises Samsung, reportedly turned down Lotte's request.
Kim advised Hanwha Group on its acquisition of Samsung Techwin, Thales, Samsung Global Chemicals, and Samsung Total last November. He also has strong ties to Samsung Group. He also advised on the merger of Cheil Industries and Samsung SDI and the merger of Samsung Engineering and Samsung Heavy Industries.
A graduate of Seoul National University School of Law, Mr. Kim started his career as a lawyer at Hanmi, the predecessor of Kwangjang, after completing the judicial training program in 1994. He holds a J.D. from the University of Minnesota Law School and is licensed to practice law in New York. He is a representative 'M&A lawyer' with a strong background in mergers and acquisitions (M&A) and corporate governance.
The Lotte Group's counsel was Dong-woo Seo (52, 16th class of the Korean Bar Association). Mr. Seo is a senior lawyer who is prominent in corporate advisory matters such as management disputes, financial institution and corporate mergers, acquisitions and restructuring, financial institution licensing and financial regulation, corporate governance and holding companies.
Since joining Pacific in 1990, he has advised and litigated the sale of a stake in Hyundai E&C, Hana Financial Holding's acquisition of KEB Hana Bank, Hynix Semiconductor's stock sale, and Yuanta Securities' acquisition of Dongyang Securities.
Seo, a graduate of Seoul National University Law School, graduated from Harvard University Law School and is licensed to practice law in the U.S. state of New York.
The two lawyers will advise the two groups until the Samsung-Lotte deal is finalized, from due diligence to determining the purchase price.
Samsung and Lotte signed the agreement on Oct. 30 to transfer the assets, and Samsung SDI will hold a board meeting in November to separate the chemicals division. Once the spin-off entity is established in February 2016, the final transaction is expected to be completed in the first half of 2016.
It was found out and paid a fine, and even filed a lawsuit saying, "I can't pay the fine," and lost again, so it was humiliated.
Four lawyers, including two prominent partners of a large Korean law firm, Hwau, sided with LG Electronics, but all efforts were in vain.
In April 2014, the KFTC fined LG Electronics, which holds more than 50 percent of the built-in appliance market, 1.865 billion won ($1.8 billion) for "unfairly exploiting its dominant position" against sales specialty stores that intermediated between construction companies and manufacturers. However, the Administrative Division 6 of the Seoul High Court (Presiding Judge Kim Kwang-tae) recently ruled in favor of the plaintiffs in a lawsuit against LG Electronics to cancel the corrective order and fine.
The lawsuit was filed by lawyers Hwang Hyeong-hwa (59, 17th year of law school), Lee Joon-sang (50, 23rd year of law school), Jeon Sang-oh (38, 34th year of law school), and Choi Mae-hwa (33, 1-time bar exam).
Hwang, Red Hwa, a partner at HWAWOO, focuses her practice on corporate civil and criminal litigation and counseling, civil enforcement cases and applications (seizure, preliminary injunction, etc.).
A graduate of Sungkyunkwan University Law School, Mr. Hwang has a distinguished legal career, having served as a judge of the Suwon District Court in 1988, a trial researcher at the Supreme Court, a deputy chief judge of the Seoul Central District Court, and a deputy chief judge of the Busan and Seoul High Courts.
In particular, he is considered a top authority in the field of corporate law, having served as the head of the Corporate Law Specialized Trial Division for three years as a Deputy Chief Judge of the Seoul Central District Court.
Jun Sang Lee started as a judge of the Suwon District Court and served as a judge of the Seoul High Court and as a Deputy Chief Judge of the Gwangju-Suwon District Court. He joined HWOO in 2013 after serving as a Deputy Chief Judge of the Seoul High Court. His practice includes corporate civil and criminal litigation, insolvency, constitutional, administrative, and international arbitration.
"LG Electronics is not in a superior position under the Fair Trade Act," Hwang said. He cited the fact that "dealers can sign contracts with other built-in companies even if they are not LG Electronics."
However, the court said, "LG Electronics has a 53% share of the built-in market, so dealers cannot continue their business activities if they cannot do business with LG Electronics."
The defense lawyers argued that "the dealer has more sales-related information than LG Electronics. They are in a superior position. The choice of built-in products was also determined by the dealer, and there was no disadvantage," but the court dismissed it as "no reason."
The court said, "LG Electronics, which has bond insurance that can cover up to 80% of the delivery price, can be compensated even if it suffers losses. Nevertheless, in order to maximize its profits, it left the risk without any guarantees to the sales outlets."
Lawyer Han Byul Ahn Byung-han (41, 34th Judicial Academy), who represented the Fair Trade Commission, said, "Due to the superior position of large companies, trading companies often look down on large companies even if they are disadvantaged, saying that they did it voluntarily and that they were not disadvantaged."<"It seems that the court judged whether the actual position was superior more importantly than the outward appearance," said Ahn."
This interpretation is that the Administrative Division 6 of the Seoul High Court (Presiding Judge Kim Kwang-tae) is another winner in the LG Electronics v. KFTC case."
뉴스2015년 11월 2일
[Shipbuilding Biz] Samsung-Lotte Big Deal Behind the Scenes - Pacific vs 'Built-in ...
[법조 업&다운]⑧ Samsung-Lotte Big Deal 숨은공신 광장-태평양 vs '빌트인 갑질' LG전자 구원실패 Hwa Woo
Email- csw@chosunbiz.com
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Entered: 2015.11.02 11:08 | Modified: 2015.11.02 13:52
Lotte Group, South Korea's fifth-largest conglomerate, is expected to transform itself from a retail group into a conglomerate with two wings: retail and chemicals. Samsung Group is on track to become a global information and communications (IT) company.
The deal, which involves trillions of dollars, was started and finished by the owners themselves. Vice Chairman Lee Jae-yong and Chairman Shin Dong-bin have smiles on their faces and seem to be enjoying the surprise of the industry and the public.
But when you go deeper into the details, there are many behind-the-scenes helpers who have been working breathlessly behind the owners' 'big deal'. Kwangjang and Pacific, the 'flower of law firm work,' have played a major role in the mega-mergers and acquisitions.
Samsung's legal counsel in this big deal was Kwangjang's Kim Sang-gon (47, 23rd class). Mr. Kim also represented Hanwha in the Hanwha-Samsung deal in November last year.
By all accounts, both Samsung and Lotte gave Kim a love call ahead of the big deal. But Kim, who advises Samsung, reportedly turned down Lotte's request.
Kim advised Hanwha Group on its acquisition of Samsung Techwin, Thales, Samsung Global Chemicals, and Samsung Total last November. He also has strong ties to Samsung Group. He also advised on the merger of Cheil Industries and Samsung SDI and the merger of Samsung Engineering and Samsung Heavy Industries.
A graduate of Seoul National University School of Law, Mr. Kim started his career as a lawyer at Hanmi, the predecessor of Kwangjang, after completing the judicial training program in 1994. He holds a J.D. from the University of Minnesota Law School and is licensed to practice law in New York. He is a representative 'M&A lawyer' with a strong background in mergers and acquisitions (M&A) and corporate governance.
- ▲ Kim Sang-gon Gwanggwang (left) and Seo Dong-woo Pacific/Captured from their respective law firm websites
Since joining Pacific in 1990, he has advised and litigated the sale of a stake in Hyundai E&C, Hana Financial Holding's acquisition of KEB Hana Bank, Hynix Semiconductor's stock sale, and Yuanta Securities' acquisition of Dongyang Securities.
Seo, a graduate of Seoul National University Law School, graduated from Harvard University Law School and is licensed to practice law in the U.S. state of New York.
The two lawyers will advise the two groups until the Samsung-Lotte deal is finalized, from due diligence to determining the purchase price.
Samsung and Lotte signed the agreement on Oct. 30 to transfer the assets, and Samsung SDI will hold a board meeting in November to separate the chemicals division. Once the spin-off entity is established in February 2016, the final transaction is expected to be completed in the first half of 2016.
It was found out and paid a fine, and even filed a lawsuit saying, "I can't pay the fine," and lost again, so it was humiliated.
Four lawyers, including two prominent partners of a large Korean law firm, Hwau, sided with LG Electronics, but all efforts were in vain.
In April 2014, the KFTC fined LG Electronics, which holds more than 50 percent of the built-in appliance market, 1.865 billion won ($1.8 billion) for "unfairly exploiting its dominant position" against sales specialty stores that intermediated between construction companies and manufacturers. However, the Administrative Division 6 of the Seoul High Court (Presiding Judge Kim Kwang-tae) recently ruled in favor of the plaintiffs in a lawsuit against LG Electronics to cancel the corrective order and fine.
The lawsuit was filed by lawyers Hwang Hyeong-hwa (59, 17th year of law school), Lee Joon-sang (50, 23rd year of law school), Jeon Sang-oh (38, 34th year of law school), and Choi Mae-hwa (33, 1-time bar exam).
- ▲ Hwang, Red Hwa, Lee Jun Sang / HWAWOO Homepage Caption
A graduate of Sungkyunkwan University Law School, Mr. Hwang has a distinguished legal career, having served as a judge of the Suwon District Court in 1988, a trial researcher at the Supreme Court, a deputy chief judge of the Seoul Central District Court, and a deputy chief judge of the Busan and Seoul High Courts.
In particular, he is considered a top authority in the field of corporate law, having served as the head of the Corporate Law Specialized Trial Division for three years as a Deputy Chief Judge of the Seoul Central District Court.
Jun Sang Lee started as a judge of the Suwon District Court and served as a judge of the Seoul High Court and as a Deputy Chief Judge of the Gwangju-Suwon District Court. He joined HWOO in 2013 after serving as a Deputy Chief Judge of the Seoul High Court. His practice includes corporate civil and criminal litigation, insolvency, constitutional, administrative, and international arbitration.
"LG Electronics is not in a superior position under the Fair Trade Act," Hwang said. He cited the fact that "dealers can sign contracts with other built-in companies even if they are not LG Electronics."
However, the court said, "LG Electronics has a 53% share of the built-in market, so dealers cannot continue their business activities if they cannot do business with LG Electronics."
The defense lawyers argued that "the dealer has more sales-related information than LG Electronics. They are in a superior position. The choice of built-in products was also determined by the dealer, and there was no disadvantage," but the court dismissed it as "no reason."
The court said, "LG Electronics, which has bond insurance that can cover up to 80% of the delivery price, can be compensated even if it suffers losses. Nevertheless, in order to maximize its profits, it left the risk without any guarantees to the sales outlets."
Lawyer Han Byul Ahn Byung-han (41, 34th Judicial Academy), who represented the Fair Trade Commission, said, "Due to the superior position of large companies, trading companies often look down on large companies even if they are disadvantaged, saying that they did it voluntarily and that they were not disadvantaged."<"It seems that the court judged whether the actual position was superior more importantly than the outward appearance," said Ahn."
This interpretation is that the Administrative Division 6 of the Seoul High Court (Presiding Judge Kim Kwang-tae) is another winner in the LG Electronics v. KFTC case."
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