

Q
I am curious about the methods of corporate acquisition.
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I am trying to proceed with a corporate acquisition, but the terminology is very difficult and confusing. I am curious about each of the methods, and I would like to know what points to be legally careful about during the acquisition process. Is there anyone who could explain, even briefly?
corporate acquisition
Answer to Related Inquiry
Author: 김국일
Corporate acquisition is generally divided into two methods: a 'share acquisition (Share Deal)' and a 'business transfer (Asset Deal).'
A share acquisition is a method of succeeding to the corporation itself as it is by acquiring the shares of the existing company.
Because the company's rights and obligations, contractual relationships, and debts are all transferred to the acquirer as they are, the procedure is relatively simple, but you must note that potential legal and financial risks are also succeeded to.
The other method of corporate acquisition, a business transfer, is a form in which only specific business divisions or assets of the company are selectively acquired.
Because the acquirer can selectively succeed to only the assets, personnel, and contracts it wants, risk management is easier.
However, a transfer procedure is required for each individual asset, and it can be complex due to issues of permits and licenses or the succession of workers.
In addition, there is also the method of business unit transfer, which is a subordinate concept of a business transfer and refers to a form in which only a specific business unit is transferred.
When the purpose of the acquisition is clear, this can be efficient, but because it is a partial succession rather than a succession of the entire business, employment and tax issues may arise.
Moreover, corporate acquisition does not end with concluding a contract; it involves complex procedures such as legal due diligence, tax review, and negotiation of contract terms.
Accordingly, you must precisely analyze the purpose of the acquisition and the risks and judge strategically whether to proceed with a share acquisition or an asset acquisition, and we advise that it is safer to go through a review by legal and accounting experts.

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