Seoul Beijing Shanghai

Transcription

1 SHIN & KIM Insolvency and Corporate Restructuring Practice Group Seoul Beijing Shanghai

2 SHIN & KIM : General Introduction Recently named by Chambers and Partners as Korea s National Law Firm of the Year, Shin & Kim is one of Korea s largest and leading law firms. With over 400 Korean and foreign professionals, including accountants, tax accountants, patent attorneys and customs specialists, we provide comprehensive legal, accounting, tax, compliance and regulatory services. Our clients include multi-national and Fortune 500 companies, Korean conglomerates, foreign and domestic financial institutions, small and medium-sized enterprises and government agencies from all levels of government. Shin & Kim continually strives to provide high-quality services specifically tailored to our clients needs. We are consistently recognized by prominent international legal publications and press as one of the foremost law firms in M&A, finance, antitrust, construction, real estate and dispute resolution/litigation. Our major practice areas include: Antitrust and Competition Anti-Corruption and Compliance Banking, Finance and Capital Markets Broadcasting and Telecommunications Construction, Real Estate and Project Finance Corporate General Domestic/International Arbitration and Dispute Resolution Energy and Environment Health and Pharmaceutical Inbound and Outbound Investments Insolvency and Corporate Restructuring Insurance and Maritime Intellectual Property and IT Disputes International Trade and Customs 2

3 Labor Mergers and Acquisitions Structured Finance Tax and Accounting China, Japan, Europe, Russia/CIS and Latin America 3

4 Insolvency and Corporate Restructuring Practice Group Insolvency procedures such as rehabilitation proceedings and workout programs are important means of revitalizing distressed companies. On the other hand, for creditors, such legal procedures are essential to minimize risk and maximize recovery from a debtor undergoing a financial crisis. The area of insolvency and restructuring involves many intricate laws and regulations, often quite different from the general legal system based on the Civil Code or the Commercial Code. Accordingly, it is an area that requires expert legal advice from seasoned professionals. Undoubtedly, Shin & Kim is one of the most experienced law firms in this area, having been involved in all aspects of insolvency and workouts since the financial crisis of Korea in the late 1990s. Shin & Kim prides itself for providing the best legal services in the area of insolvency and restructuring, based on its extensive experience and practical know-how accumulated throughout the years. Shin & Kim has represented clients in numerous reorganization proceedings, rehabilitation proceedings, compositions, bankruptcy proceedings and workouts, including rehabilitation / reorganization proceedings of Kukje Trading, Hanil Synthetic Fiber, Samsung Motors, Kia Motors, Daenong, Trybrands, Korea Industrial Development Co., Chunji Corporation, workouts of Daewoo Corporation, Hyondae YooHwa, Hynix Semiconductor and SK Global and bankruptcy of GBS. Shin & Kim s insolvency and corporate restructuring practice group also specializes in rehabilitation filings with the court, providing general advice related to insolvency laws and insolvency litigation. Shin & Kim is also actively involved in the legislative process of insolvency laws. At the request of the Ministry of Justice, Shin & Kim has taken the lead in formulating proposals on the integration of the insolvency laws in cooperation with foreign advisors. During 2006 to 2008, Shin & Kim has been involved in all major M&As of companies under rehabilitation (Kukje Trading, Hanil Synthetic Fiber, Kun Young Co., Nasan, Donghae Pulp, Korea Express, etc.) as counsel to the financial advisor, acquirer or creditors, accumulating vast knowledge and expertise in the recent trends and practice of M&A of 4

5 companies under rehabilitation and disputes arising during the course of such M&As. Based on our extensive experience, Shin & Kim has advised many companies to achieve successful rehabilitation or restructuring by presenting restructuring plans appropriate to workout, corporate rehabilitation, bankruptcy or any other specific situation involving the client, by conducting negotiations for out-of-court settlements and by providing expert legal advice on implementation of restructuring plans, government approvals and other regulatory requirements relating to restructuring. The Insolvency and Corporate Restructuring Group of Shin & Kim provides advice in the following areas: M&A of companies under rehabilitation Diagnosis of distressed companies and proposals for rehabilitation Formulating restructuring plans appropriate to the company s needs Filings for bankruptcy or rehabilitation and advice during such proceedings Reporting of claims and conducting claim confirmation suits in rehabilitation and bankruptcy proceedings M&A of distressed companies Tax matters relating to restructuring and bankruptcy procedures Litigation or disputes related to insolvency laws 5

6 1) M&A of companies under rehabilitation Shin & Kim has provided a wide-range of in-depth legal services for various M&A transactions, both international and domestic. In order to provide legal advice on M&A of companies under rehabilitation, it is essential to have a thorough understanding of insolvency laws and the distinctive features of companies under rehabilitation. Shin & Kim not only has a vast knowledge base of the insolvency laws but also is equipped with the know-how and expertise accumulated through its extensive experience of representing both companies under rehabilitation and acquirers in M&As of companies under rehabilitation and we fully understand the special relationship between companies under rehabilitation and acquirers in the context of a rehabilitation. Utilizing our knowledge, expertise and experience, we can provide you with the expert legal advice necessary for a successful M&A in the context of the rehabilitation. <Recent Major Transactions> Sale of PAN-Ocean Sale of Hankook Ilbo Sale of Gilgwang Greentech Acquisition of Korea Line Sale of Sanbon Department Store Sale of SsangYong Motors Acquisition of Daehan Papertech Sale of Daehan Eunpakgy Sale of Korea Power Technology Sale of Kukje trading Sale of Kun Young Sale of Donhae Pulp Sale of Saerom Seongwon Sale of Jindo Acquisition of Hanil Synthetic Fiber Acquisition of Inchon Oil Refinery Acquisition of Jinro 6

7 2) Filing for Rehabilitation (formerly known as reorganization) We have developed a broad range of understanding in all aspects of rehabilitation proceedings and disputes involving companies under rehabilitation. The firm has offered various legal services and represented companies subject to rehabilitation proceedings (previously reorganization proceedings) from the initial stage of filing petitions for rehabilitation to to obtaining court approval. <Recent Major Transactions> SsangYong Motor: Filing petition and advice on rehabilitation proceedings (the largest case since the enactment of the Debtor Rehabilitation Act and Bankruptcy Act) Advised Samsung Motors on reorganization proceedings Advised Kia Motors on reorganization proceedings Advised Daenong on reorganization proceedings Advised Trybrands on reorganization proceedings Advised Samyang Corporation on reorganization proceedings Advised Korea Industrial Development Co., Ltd. on reorganization proceedings Advised Chunji Corporation on reorganization proceedings 7

8 3) Advice on Workout and Corporate Restructuring Shin & Kim has represented clients in major workout transactions including workout of Daewoo Group before the Corporate Restructuring Promotion Act was established. In particular, the firm played a leading role as the official legal adviser for creditors in the restructuring procedures for SK Global (currently, SK Networks) which is the largest workout of a company since the enactment of the Corporate Restructuring Promotion Act. <Recent Major Transactions> Advised Taesan LCD on workout procedures Advised Daewoo Corporation on workout procedures Advised Hyundai Emulsification on corporate restructuring procedures Advised Hynix Semiconductor on corporate restructuring procedures Advised SK Global (currently, SK Networks) on corporate restructuring procedures (Shin & Kim was awarded the Asian Legal Deals of the Year by the IFLR in 2003) 8

9 4) Advice to Companies under Rehabilitation Shin & Kim represents and provides legal advice to companies under rehabilitation proceedings with respect to legal disputes and litigations including litigation related to avoidance and claim. <Recent Major Transactions> Advised Kukje Trading, Kun Young Co., Jindo, Hanbo Steel, Daenong, Midopa, etc. in disputes regarding reorganization, negotiations for settlement and bankruptcy including litigation for avoidance and claim confirmation Kukje vs. Eland: Victory in immediate appeal relating to M&A of a company subject to reorganization proceedings Kun Young Co.: Victory in immediate appeal relating to M&A of a company subject to reorganization proceedings Seoul Guarantee Insurance Company vs. Inchon Oil Refinery: Victory in litigation for payment of claims amounting to KRW 2.7 billion, recognition of right of claim for trial and reorganization expenses Ssangyong Motor vs. Daewoo Motor: Victory in litigation for confirmation of nonexistence of debt amounting to KRW 100 billion relating to a setoff of claims in reorganization proceedings Midopa vs. Chase Manhattan: Denial of claims in reorganization proceedings by termination of an executory contract Hanbo Steel vs. Jung, Tae Su: Decision regarding a correction of wrongdoings under the Company Reorganization Act (the first of its kind) Kun Young Co., vs. Core Teletec: Decision relating to guarantee between affiliates under the Company Reorganization Act (the first of its kind) 9

10 > Key Members of Insolvency and Corporate Restructuring Practice Group Mr. Sang-Hyun Hwang is a senior partner at Shin & Kim. His primary areas of expertise are disputes and litigations related to reorganization and bankruptcy claims, M&A of reorganization companies, work-outs, intellectual property, information & communications and broadcasting. Before joining Shin & Kim, he served as a judge advocate of the Korean Army in 1969, and as a judge at various courts, including the Sang-Hyun Hwang (Licensed in Korea) shwang@shinkim.com TEL : Seoul District Court and the Seoul High Court. Mr. Hwang also served as the Legal Secretary of the President of the Republic of Korea and the Chief Researcher of the Judicial Policy in the Office of the Court Administration. Mr. Hwang is a member of the board of directors of the Korean Bar Association and of the Seoul National University Hospital Development Fund, and an outside director of SBS : Seoul National University, Graduate School of Justice (LL.M.) 2007 : Outside director, SBS Co., Ltd Present : Shin & Kim : Yeollin Law Office : Chief Judge, Seoul High Court : Chief Secretary of the Chief Justice of the Supreme Court; Chief Judge, Seoul High Court : Chief Researcher of the Judicial Policy, Office of Court Administration : Chief Judge, Seoul District Court : Legal Secretary of the President of the Republic of Korea : Chief Judge, Chongju District Court : Judge, Seoul High Court : Judge, Seoul District Court 10

11 Young-Ku Lee (Licensed in Korea) TEL : Mr. Young-Ku Lee is a partner at Shin & Kim and the head of the the Insolvency and Restructuring Practice Group. Mr. Lee has served as Judge for over twenty-five years, from 1983 to 2008 as Chief Judge of Seoul High Court. Mr. Lee has served as Chief Judge of the bankruptcy department, Seoul Central District Court (2002~2005) and as Chief Judge of exclusive commercial matters department, Seoul High Court (2005~2008). While serving in the bankruptcy department, Mr. Lee was in charge of many practices including corporation M&A and bankruptcy, and while serving in the exclusive commercial matters department, he was involved in practices of Business Law relating to stockholder s rights, accounting fraud, bankruptcy bond, insurance, marine commerce, security, etc : Seoul National University, College of Law (LL.B.) : President, Korean Bankruptcy Law Society Present : Shin & Kim : Presiding Judge, Seoul High Court 2006 : Head of Presiding Judge, Suwon District Court : Presiding Judge, Gwangju High Court : Presiding Judge, Seoul District Court : Presiding Judge, Incheon District Court : Head of Jechun Department, Chungju District Court : Judge, Seoul District Court, Seoul High Court : Personnel Section 1st Officer, Personnel section Consultation department, The Office of Court Administration, Supreme Court Of Korea : Judge, Seoul High Court, Seoul Civil Act District Court, Seoul Southern District Court : Judge, Gwangju District Court, Suncheon Department, Seoul Civil Act District Court, Seoul Eastern District Court Professional Accolades Leading Individual for Restructuring and Insolvency, Chambers Asia, Leading Lawyer for Restructuring and Insolvency, IFLR1000,

12 Mr. Yong-Seok Park is a partner at Shin & Kim. Mr. Park s main areas of practice include bankruptcy and rehabilitation proceedings of corporation and individual, cross-border investments, general corporate transactions, mergers & acquisitions. Mr. Park has been involved in many significant bankruptcy cases such as Kia Motor, Samsung Motor, subsidiaries of Lehman Brothers, etc. Mr. Park has also participated in drafting Korean Yong-Seok Park (Licensed in Korea, New York) new insolvency law and various regulations as a member of various committees of the Ministry of Justice and Supreme Court including the Unified Insolvency Law Reform Committee. yspark@shinkim.com TEL : : Harvard Law School, International Tax Program 1983 : Seoul National University, College of Social Science, Seoul, Korea (LL.B.) Present : Shin & Kim : Senior Partner and Managing Partner, Evergreen Law Group : Partner, Park and Choi : Shin & Kim : Lecturer, Judicial Research and Training Institute of Supreme Court of Korea : Member of International Contract Committee, Ministry of Economy and Planning, Korea : Foreign Legal Consultant, Cleary, Gottlieb, Steen and Hamilton, New York Professional Accolades Leading Individual for Restructuring/Insolvency, Chambers Asia, (Band 1: ) 12

13 Mr. Byoung Seon Choe is a partner of Shin & Kim. Mr. Choe has been involved in many significant and major transactions related to international finance transactions, foreign exchange and derivatives transactions, restructuring of many domestic businesses, M&A and structured finance. Mr. Choe has also participated in litigation matters related to the above. Mr. Choe is an expert in the area of corporate workout who has played a Byoung Seon Choe (Licensed in Korea) bschoe@shinkim.com TEL : leading role in the workout procedures for SK Global (formerly known as SK Networks) : University of Washington, School of Law (LL.M.) 1988 : Seoul National University Law School (Ph. D. Candidate) 1984 : Seoul National University Law School (LL.M.) 1981 : Seoul National University, College of Social Science (B.A.) Present : Shin & Kim Present :President, International Association of Korean Lawyers : Senior Representative, Shanghai Office, Shin & Kim : Member, Dispute Mediation Committee, Korea Exchange : Member, Investment and Finance Deliberation Committee, Korea Airports Corporation (KAC) : Member, Mediation Committee for Creditor Financial Institutions : Member, Deliberation Committee for New Bank Products, Korea : Foreign Legal Consultant, Field Fisher Waterhouse, London Major Publications 1. Recent Changes to the Commercial Code Provisions on Exchangeable Bonds (Asia Legal Business, November 2012) 2. Theory and Practices of Issuance of Exchangeable Bonds (KOSDAQ Listed Companies Association, KOSDAQCA Publication 11-3, 2011), etc. 13

14 Chang-Hyun Song (Licensed in Korea, New York) TEL : Dr. Chang-Hyun Song is a partner at Shin & Kim. His main areas of practice include M&A, Private Equity, Securities and Finance. As a member of leading law firms in Korea and in the United States, Dr. Song has undertaken major M&A projects in the industrial fields of banking, securities, insurance, telecommunication, information technology, energy, chemistry, paper manufacturing and shipbuilding. Based on ample field and academic experiences, his expertise extends to various other legal areas such as offshore listing of domestic companies, overseas direct investment, capital markets, labor, tax and antitrust. Dr. Song holds a Doctor of Juridical Science (J.S.D.) degree in Corporate and Financial Laws from the University of California, Berkeley School of Law, and currently teaches finance law at Korea Advanced Institute of Science and Technology (KAIST) as a lecturer. Dr. Song publishes various legal articles and periodic columns on M&A, Corporate Law, Securities Law and Finance Law. He is also an active participant in several academic societies and conferences : University of Michigan Law School (Research Scholar) 2004 : University of California at Berkeley Law School (J.S.D.) 2002 : Columbia University Law School (LL.M.) 1993 : Seoul National University, College of Law (LL.B.) Present : Partner, Shin & Kim : SL Partners : International Associate, Cleary, Gottlieb, Steen & Hamilton, New York : Shin & Kim Major Publications 1. Review of the Current Regulation on Intragroup Transactions and Recommendations to Improve the Regulatory Framework, Law Review Vol. IV, December 2013 (coauthored) 2. Taking shape in Korea: IFLR Corporate Governance Guidance 2010 (International Financial Law Review, July 2010) 3. Legal column (Monthly JoongAng, Columns, 2009 Present), etc. 14

15 Mr. Byung Tae Kim is a partner at Shin & Kim. Mr. Kim s main areas of practice include mergers & acquisitions, various securities-related matters, corporate restructuring, crossborder investments and general corporate transactions. Mr. Kim has been involved in many significant cross-border investments and major mergers & acquisitions. Further, Mr. Kim has written extensively on topics related to securities and M&A law, and Byung Tae Kim (Licensed in Korea, New York) btkim@shinkim.com TEL : corporate law : New York University Law School (LL.M.) 1995 : Seoul National University, College of Law (LL.B.) Present : Shin & Kim Present : Lecturer, Judicial Research & Training Institute of the Supreme Court of Korea (International Contract Law) : Member of the Board on the Substantial Examination for Delisting from KOSDAQ at Korea Exchange 2008 : Member of the Committee for Enhancement of Competitiveness in the Legal Services Industry for Ministry of Justice of Korea : Associate, Dewey & LeBoeuf LLP Major Publications 1. Certain Issues to Be Considered with respect to Equity-Related Bonds in the Context of Corporate Reorganization - with Emphasis on Convertible Bonds and Bonds with Warrants (Advanced Commercial Law Research Vol. 67, Commercial Affairs Division, Ministry of Justice, July 2014) (Co-authored) 2. Korea Chapter in Getting the Deal Through - Corporate Governance 2014, Law Business Research, 2014 (Co-authored) 3. Recent Developments in South Korean Franchise Laws (ABA SIL Newsletter of International Commercial Transactions, Franchising and Distribution Committee, Fall 2013)(Co-authored) 15

16 Mr. Tong-Gun Lee is a partner at Shin & Kim. Mr. Lee s practice focuses on a wide range of international and domestic corporate and financial transactions, including M&A transactions and related financings, hostile takeovers, corporate restructurings, joint venture and other investments, securities and capital market transactions, and structured finance transactions. Mr. Lee has worked on many deals awarded the title of Tong-Gun Lee (Licensed in Korea) tglee@shinkim.com TEL : Asian Legal Deal of the Year by the International Financial Law Review or CFO Asian, including various international securities offering transactions, M&A transactions, corporate restructurings and international asset-backed securitization transactions : Stanford Law School, Stanford, CA, U.S.A. (LL.M.) : Seoul National University, Graduate School of Public Administration (Certificate of Completion) : Seoul National University, College of Law (LL.B.) Present : Shin & Kim 2009 : Member of the Coordinating Committee for the Creditor Financial Institutions Present : Lecturer, Judicial Research & Training Institute, the Supreme Court of Korea : Internationa Lawyer, Cleary Gottlieb Steen & Hamilton LLP, New York 2003 : Prosecutor, Seoul Central District Public Prosecutors Office Major Publications 1. Issues Relating to Shareholders Agreement Mainly From a Drafting Point of View, BFL Vol. 67, September 2014 (Co-authored) 2. Putting the squeeze on shareholders, Asialaw Korea Annual Review, 2013 (Coauthored) 3. Putting on the squeeze, IFLR, November 2012 (Co-authored) 16

17 Mr. Bok Gi Choi is a partner at Shin & Kim. Mr. Choi s main areas of practice include general corporate transactions, corporate rehabilitation, bankruptcy, restructuring, mergers & acquisitions. Mr. Choi has been involved in many corporate reorganization, corporate rehabilitation, bankruptcy proceedings and mergers & acquisitions, representing sellers as well as purchasers. In addition, he has provided legal advice on general corporate Bok-Gi Choi (Licensed in Korea) bgchoi@shinkim.com TEL : transactions to many domestic as well as international companies from time to time : Seoul National University, College of Law, Seoul, Korea (LL.B.) 2010 Present : Shin & Kim : Partner, Evergreen Law Group, Seoul, Korea : Park & Choi, Seoul, Korea : Shin & Kim, Seoul, Korea Professional Accolades Leading Individual for Restructuring and Insolvency, Chambers Asia, 2016 Rising Star for Restructuring and insolvency, IFLR1000,

18 Ms. Hui-Young Cho is a partner at Shin & Kim. Ms. Cho s main areas of practice include bankruptcy, insurance, mergers & acquisitions, and general corporate legal consultation. Ms. Cho has been involved in numerous mergers & acquisitions over the years, and has also participated in many bankruptcy cases as a litigation lawyer. Ms. Cho graduated from the UCLA School of Law on May, 2006 and obtained her New York Bar Exam on Hui-Young Cho (Licensed in Korea) hycho@shinkim.com TEL : November, : UCLA School of Law (LL.M.) 1998 : Ewha Womans University, College of Law (LL.B.) Present : Shin & Kim 18

19 Mr. Young-Geun Kim is a partner at Shin & Kim. He recently studied in Japan specializing in insolvency and restructuring law and worked as an international associate at Karasuma Law Office in Kyoto and Kitahama Partners in Osaka, from March 2013 to September He accumulated extensive knowledge about theory and insolvency practice in Japan through participation in various seminars hosted by Japanese Global Network for Young-Geun Kim (Licensed in Korea) Bankruptcy Lawyers, which is a group of experts on Japanese insolvency law. After he returned to Shin & Kim he has been providing effective, strategic advice to numerous clients on rehabilitation and bankruptcy proceedings. ygkim@shinkim.com TEL : FAX : : Kyoto University Graduate School of Law (International Researcher) : Korea University, College of Political Science & Economy (B.A. in Public Administration) 2014 : International Associate, Kitahama Partners, Osaka, Japan 2014 : International Associate, Karasuma Law Office, Kyoto, Japan Present : Shin & Kim : Evergreen Law Group : Public Attorney, Seoul High Prosecutors Office : Public Attorney, Gwangju High Prosecutors Office : Public Attorney, Korea Legal Aid Corporation (Namwon) 19

20 Ms. Hyun Ju Helen Pak is a senior foreign attorney of Shin & Kim. Ms. Pak has extensive experience in international project and corporate finance transactions and has advised major Korean and international banks, investment banks, other financial institutions and corporations in a wide range of banking and corporate transactions in the United States, Korea, Indonesia, the Philippines and Singapore. Her clients have included J.P. Hyun Ju Helen Pak (Licensed in New York) hpak@shinkim.com TEL : Morgan Chase, Citigroup Global Markets Asia Limited, Citicorp International Limited, Standard Chartered First Bank Korea Ltd., Shinhan Bank, Kookmin Bank, Woori Bank, Korea Development Bank, Singapore Power, Ogden Energy Group, POSCO Engineering & Construction Co., Ltd., Hyundai Engineering & Construction Co., Ltd., Hyundai Corporation, Korea Electric Power Corporation and Korea Life Insurance Co., Ltd : George Mason University, Extended Studies Program, Psychology, Human Emotions Research Laboratory (Associate) 1987 : Columbia University School of Law (J.D.) 1984 : Cornell University (B.A. in Government and Economics, magna cum laude) Present : Senior Foreign Legal Consultant, Shin & Kim : Senior Foreign Legal Counsel, Horizon Law Group : Senior Corporate Counsel, Simpson Thacher & Bartlett, Hong Kong : Foreign Legal Counsel, Shin & Kim : Associate, Simpson Thacher & Bartlett, New York 1986 : Summer Law Clerk, Milbank, Tweed, Hadley & McCloy 1985 : Summer Law Clerk, New York Legal Aid Society Professional Accolades Leading Individual (Band 1) for Banking and Finance, Chambers Global/Chambers Asia, Leading Individual for Banking and Finance, Legal500,

21 In-Hwa Chung is a co-head of the Tax Practice Group at Shin & Kim. Mr. Chung has provided tax advisory services at Shin & Kim in relation to many significant inbound and outbound investments, mergers & acquisitions, international financing, real estate transactions, and restructuring of businesses. Mr. Chung has also represented many foreign clients as well as domestic companies in relation to tax audits and tax appeals. In-Hwa Chung (Certified Public Accountant) ihchung@shinkim.com TEL : : University of Southern California, Leventhal School of Accounting (Master of Business Taxation) 1987 : Seoul National University, Graduate School of Business Administration, Seoul, Korea (M.B.A.) 1985 : Seoul National University, College of Business Administration, Seoul, Korea (B.A.) Present : Incheon Metropolitan City, Foreign Investment Inducement Committee Present : Shin & Kim : Samil Accounting Corporation : Coopers & Lybrand, Canada (Montreal Office) : Samil Accounting Corporation Professional Accolades Commendation of Minister of Strategy & Finance for development of tax system (2014) Commendation of Minister of Commerce, Industry & Energy for inducement of foreign investments (2005) 21