[IB Tomato] (IB&People) Ji Min-hee, lawyer at Daeryun Law Firm
Specializing in corporate law and international transactions… Minhee Ji, an attorney at Daeryun Law Firm who leverages her experience in founding startups and says, “Startup advice, investor protection, and management rights defense design are key,” 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.Divided the company with Attorney Eun Ji., startup, Hear advice related to the board of directors, etc.. The following is a Q&A with Attorney Ji.. -Please introduce your current work at Daeryun Law Firm.. △Corporate legal advice from the corporate legal team, Contract review, M&A, Responsible for legal advice on overall corporate matters, including international transactions.. Helps 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.. -International transactions M&A What do you think is the most important part of advice?? △International transactions M&A There is one common and important point in advisory.. The difference in position between the parties must be clearly understood.. As with all contracts, Especially international transactions M&Ais a diverse cultural, legal, Parties with commercial backgrounds are involved. The negotiation process is not simple. Must have a deep understanding of the key interests and concerns of each party. I think the key is to adjust to reflect the 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.. Clearly establish the structure and terms of the contract, It is also important to 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.. Reduce misunderstandings and conflicts in the contract implementation process, Legal support measures must be provided to ensure that the cooperative relationship between both parties can be maintained.. -Among the major advisory cases, is there anything particularly worth introducing?? △Demerger(De-Merger) There was general advice regarding. A company wanted to separate its core business into an independent corporation and form a new company.. However, the parent company was already experiencing financial difficulties.. This reduces legal risks and, There were complex issues regarding the design of the share structure.. There were also sharp internal conflicts and disagreements regarding 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 both companies after Demerger had to be taken into consideration.. In particular, the share structure, Voting distribution, A negotiation strategy was needed to balance various legal and commercial issues, including setting mutual transaction terms..Therefore, we focused on exploring various transaction structures to ensure smooth negotiations while minimizing legal risks.. Asset transfer following business division separation, personnel movement, We designed the contract structure and operation plan by considering both legal stability and business flexibility on major issues such as trademark and intellectual property rights management.. We have established a legal and commercial foundation for mutual cooperation and independent management between the parent company and the new company., We provided support to ensure 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.. -I 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 internal executives and 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 rights(IP) Management was also a key issue.. We clearly distinguish between cases where core technology and trademark rights belong to the parent company and cases where a startup owns its own developed technology., License agreements and joint development provisions were systematically prepared 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, we are 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?? If there is anything to pay special attention to? △Legal advice on startup investment support: drafting and reviewing investment contracts, Equity structure design, Includes various fields such as legal risk inspection, etc.. Preferred stock conditions, Anti-dilution clause, Repayment priority, The key is to systematically design investor protection provisions, such as liquidation priority, and management rights defense strategies.. Ownership of core technologies and ideas through intellectual property protection, It is also essential to clearly establish usage rights..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, anti-dilution provisions may be too favorable to investors., If the redemption priority and management rights conditions limit the management autonomy of the startup, attract additional investors or go public.(IPO) Expansion strategies may become difficult.. Therefore, negotiations must be conducted considering the balance between investor protection and startup growth potential.. Establish clear key terms and conditions from the initial stage of the contract, Designing a sustainable investment structure with flexible contractual provisions and conflict resolution mechanisms is the key to successful legal advice.. -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.. This ensures that the resolution of the board of directors is legally valid., The main advisory task is to provide support to prevent overturns in future legal disputes..Recently ESG(Environment, Society, Governance) As the importance of management is highlighted, corporate sustainability and social responsibility are becoming key agendas for the board of directors.. Board of Directors Management Regulations in Companies, Establishment of sustainable management strategy, ESG Legal advice is also essential to support regulatory compliance and reporting obligations related to governance, including management of 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 financial markets, but also games, etc. IT market, RWA(Real World Assets) It is a dynamic and growth-potential field that is closely connected to the real asset market.. 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 fields.. Virtual asset financial regulations, Digital Asset Management, international trade law, I want to become a cross-border legal expert who provides customized legal solutions to companies and investors by improving legal and technical expertise, such as designing blockchain-based contract structures.. 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.. [View full article]
IB Tomato Ji Min-hee, attorney at Daeryun Law Firm (Go here)