[IB Tomato] (IB&People) Ji Min-hee, lawyer at Daeryun Law Firm

Specializing in corporate law and international transactions… Take advantage of your experience in starting a startup
“Startup advisory, investor protection and management defense design are key”

Ji Min-hee, an attorney at Daeryun Law Firm, is a lawyer specializing in corporate law and international transactions and has written more than 1,000 contracts in Korean and English. We have built solid expertise by providing numerous advisory services across the entire corporate spectrum, from fair trade to mergers and acquisitions (M&A), patents, and labor.

In particular, he has a history of establishing startups through in-house projects. Based on this practical experience, he is also actively providing legal advice related to startup investment. sits down with Attorney Ji to hear about advice related to corporate spin-offs, startups, boards of directors, etc.

The following is a Q&A with Attorney Ji.

-Please introduce your current work at Daeryun Law Firm.

△The corporate legal team is in charge of legal advice on overall corporate matters, including corporate advisory, contract review, M&A, and international transactions. We help domestic and foreign companies prevent legal risks that may arise during business operations. We strive to propose optimal legal solutions in important decision-making processes.

-What do you consider most important when consulting on international transactions or M&A?

△There is one common and important point in international transaction and M&A advisory. The difference in position between the parties must be clearly understood. As with all contracts, especially international transactions and M&As, parties with diverse cultural, legal, and commercial backgrounds are intertwined. The negotiation process is not simple. There must be a deep understanding of each party's key interests and concerns. I think the key is to adjust to reflect those differences. Lawyers must go beyond simply resolving legal issues and seek mutual benefit between the parties. To this end, we present strategies to minimize legal risks and achieve business goals. It is also important to clearly establish the structure and terms of the contract and systematically prepare provisions to prevent disputes that may arise in the future. At this time, a balanced approach must be taken to ensure both business performance and legal stability. Legal support measures must be put in place to reduce misunderstandings and conflicts during the contract implementation process and to maintain the cooperative relationship between both parties.

-Among the major advisory cases, is there anything in particular that you would like to introduce?

△There was general advice regarding De-Merger. A company wanted to establish a new company by separating its core business division into an independent corporation. However, the parent company was already experiencing financial difficulties. Accordingly, there were complex issues regarding reducing legal risks and designing the equity structure. There were also sharp internal conflicts and disagreements over the distribution of management rights and authority between key executives and employees of the existing company and the person appointed as the representative of the new company. In this process, the long-term goals of strengthening the sustainability and market competitiveness of the two companies after demerger had to be considered. In particular, a negotiation strategy was needed to balance various legal and commercial issues, such as shareholding structure, voting rights distribution, and setting mutual transaction conditions.

Therefore, we focused on exploring various transaction structures to ensure smooth negotiations while minimizing legal risks. The contract structure and operation plan were designed in consideration of both legal stability and business flexibility on key issues such as asset transfer, personnel movement, and trademark and intellectual property management following the separation of business divisions. We established a legal and commercial foundation that enables mutual cooperation and independent management between the parent company and the new company, and supported long-term business growth and the sustainability of the company. This consultation went beyond a simple contract review to resolve complex conflicts between stakeholders. It was the most impressive case in that it required legal creativity and negotiation skills in the process of establishing a corporate restructuring strategy.

-You also have experience in founding a startup. What is it about?

△This was a case where an existing company carried out a new business incubation project in the form of supporting its internal employees to start a startup. To promote internal innovation and new business development, the company began fostering independent corporations based on business ideas suggested by executives and employees, providing both investment and operational support. The main focus here was to strike a balance between the profits of the parent company and the growth potential of the new startup. In terms of investment structure, we designed a cooperation model that can maximize the parent company's investment return and strategic synergy while guaranteeing the startup's autonomy through equity ratio and distribution of management rights.

Intellectual property (IP) management was also a key issue. We clearly distinguished between cases where core technology and trademark rights belong to the parent company and cases where startups own self-developed technology, and systematically prepared licensing agreements and joint development provisions to simultaneously prevent technology leaks and ensure flexibility in commercial use. I was able to develop practical insight through the realization of a win-win model between companies and startups. Currently, he is actively utilizing this experience as a corporate legal advisor to propose optimal legal solutions in cooperation projects between startups and companies.

-How is legal advice provided for startup investment support? Is there anything special to pay attention to?

△Legal advice on startup investment support includes various fields such as drafting and reviewing investment contracts, designing equity structures, and checking legal risks. The key is to systematically design investor protection provisions and management rights defense strategies, such as preferred stock conditions, share dilution prevention provisions, redemption priority rights, and liquidation priority rights. It is also essential to clearly establish ownership and usage rights of core technologies and ideas through intellectual property protection.

However, if a startup grants excessive rights to investors or has an overly restrictive contract structure, it may hinder the ability to attract future investment or long-term growth. For example, if the share dilution prevention clause is set too favorably for investors, or if repayment priority rights and management rights conditions limit the management autonomy of a startup, expansion strategies such as attracting additional investors or initial public offering (IPO) may become difficult. Therefore, negotiations must be conducted taking into account the balance between investor protection and the growth potential of startups. The key to successful legal advice is to design a sustainable investment structure by clearly setting key conditions from the early stage of the contract and establishing flexible contract provisions and conflict resolution mechanisms.

-What are the characteristics of corporate board-related advice?

△The biggest characteristic is that it focuses on securing procedural legitimacy in the decision-making process to clearly establish the authority and responsibility of directors. Since the Board of Directors is the highest decision-making body that determines important management matters for the company, each director's duty of loyalty and fiduciary duty must be strictly observed. In particular, the transparency of the decision-making process and the legality of minutes preparation must be checked in advance to ensure the legitimacy and legal stability of the board of directors' decision-making. Through this, the main advisory work is to ensure that the board's resolution is legally valid and to prevent it from being overturned in future legal disputes.

Recently, as the importance of ESG (environmental, social, and governance) management has been highlighted, corporate sustainability and social responsibility have become core agendas for the board of directors. Legal advice is also essential for companies to support regulatory compliance and reporting obligations related to governance, such as board operation regulations, establishment of sustainable management strategies, and management of ESG disclosure obligations.

-If you have any future goals or plans, please tell us.

△Personally, I am very interested in the virtual asset market. Virtual assets are not limited to the financial market, but are a dynamic and growth-potential field that is closely connected to real asset markets such as IT markets such as games and RWA (Real World Assets). In addition, as cross-border transactions and regulatory issues occur frequently, a deep understanding of the global legal and regulatory environment is required. In the future, we plan to systematically strengthen our expertise in the virtual asset market and cross-border trading. I want to become a cross-border legal expert who provides customized legal solutions to companies and investors by improving legal and technical expertise in virtual asset financial regulation, digital asset management, international transaction law, and blockchain-based contract structure design. We plan to continuously develop our capabilities to become a trusted legal partner that maintains a balance between innovation and legal stability in establishing legal risk management and regulatory response strategies in the digital economy era.

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[IB Tomato](IB&People) Ji Min-hee, Attorney at Daeryun Law Firm (Shortcut)