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Deals & Cases

Sale of a company

Corporate Sale Advisory | Legal Advisory Case on the Sale Process of a Franchise Food Company

This is a case in which a client who requested legal advisory regarding a corporate sale was able to carry out a secure and systematic sale process through the assistance of a corporate advisory attorney.

CONTENTS
  • 1. The Client Who Requested Legal Advisory to Proceed With a Corporate Sale
    • - The Circumstances Behind the Request for Sale-Related Advisory
  • 2. Corporate Advisory Attorney's Counsel for Proceeding With a Corporate Sale
    • - Review of the Transaction Structure and Sale Procedure
    • - Review of the Contract Terms and Transaction Documents
    • - Design of the Due Diligence and Information Disclosure Framework
    • - Negotiation Support and Coordination of Sale-Related Interests
  • 3. Results of the Corporate Attorney's Advisory Work Supporting the Corporate Sale
  • 4. Three Methods Available in the Process of a Corporate Sale
    • - The Sale Process
    • - If You Need a Corporate Attorney's Advice for a Sale
    • - Corporate Advisory Attorney FAQ

1. The Client Who Requested Legal Advisory to Proceed With a Corporate Sale

The client who requested corporate sale legal advisory was the representative of a franchise food company, and requested the assistance of a corporate advisory attorney in order to carry out the sale smoothly.

The Circumstances Behind the Request for Sale-Related Advisory

Corporate sale, share transfer, due diligence, contract, representations and warranties

The client's company operates a franchise food brand and had achieved rapid growth by establishing diverse business infrastructure, including menu development, quality control, and a franchise operation system.

Recently, however, it had been experiencing difficulties in its growth because of changes in some consumption trends and intensifying competition.

In particular, although certain business areas maintained stable revenue, the limits to further expansion were becoming increasingly clear.

Accordingly, the company decided to pursue a sale in order to seek a new growth strategy and new opportunities, and it turned to a corporate advisory attorney to obtain legal advisory regarding the sale process.

2. Corporate Advisory Attorney's Counsel for Proceeding With a Corporate Sale

The following assistance was provided so that the client, who requested legal advisory for the corporate sale case, could proceed with the sale process without delay.

Review of the Transaction Structure and Sale Procedure

Corporate sale acquisition merger preferred bidder confidentiality due diligence materials transaction closing

The corporate advisory attorney did not merely review the contract documents but proactively examined the legal risks that could arise throughout the sale and focused on designing the transaction structure.

In particular, the attorney concentrated on examining the legal issues and defending against substantive risks with a focus on the following key elements.

▷ Timing of the transfer of management control

▷ Adjustment of the roles of the existing management, among others

Review of the Contract Terms and Transaction Documents

The corporate advisory attorney reviewed the sale-related contracts and supporting documents in accordance with transaction practice and legal standards.


During the review, the attorney identified clauses with the potential for disputes and proposed clear amendments, thereby resolving in advance the possibility of conflicting interests between the buyer and the seller.

This approach prevented legal disputes that could arise after the sale and secured the stability of the transaction.

Design of the Due Diligence and Information Disclosure Framework

The attorney analyzed the due diligence and information disclosure procedures conducted during the sale and designed an internal review framework capable of defending against legal risks.


In particular, the attorney organized the process so that sensitive information, such as franchise operations, brand assets, and the provision of financial information, could be shared and reviewed smoothly at each stage.

Negotiation Support and Coordination of Sale-Related Interests

The corporate advisory attorney supported the entire negotiation process so that a balanced agreement could be reached on key issues between the buyer and the seller, including the succession of employment, the transfer of technology, and the period of participation of the existing management.


Thereafter, the attorney presented legal guidelines and carried out structural design and the coordination of transaction terms with a view to long-term synergy.

3. Results of the Corporate Attorney's Advisory Work Supporting the Corporate Sale

The corporate sale was completed through the assistance of the corporate advisory attorney.

Even after the sale was completed, the corporate advisory attorney designed a follow-up management framework so that the existing business structure and operations could be maintained in a stable manner.

4. Three Methods Available in the Process of a Corporate Sale

A corporate sale refers to the procedure by which the owner or shareholders of a company transfer all or part of the company to another company or investor.

The methods available in the sale process are broadly divided into three categories.

Sale Method

Concept

Sale of Equity

A method of selling some or all of the company's shares

Sale of Assets

A method of selling the company's principal assets or a specific business division

Sale of Management Control

A method of transferring the company's management control and controlling rights

In this case, the sale was carried out by transferring the management control and operational authority over the entire franchise food company to the buyer.

The Sale Process

A corporate sale generally proceeds in the following order.

Because each stage involves various legal and practical elements, it is advisable to seek the assistance of a corporate advisory attorney.

Stage

Description

① Sale Preparation Stage

Stage of valuing the company and establishing a sale strategy

② Potential Buyer Search Stage

Stage of identifying and contacting suitable investors and companies

③ Negotiation Stage

Stage of coordinating the sale price, transaction terms, and matters relating to the transfer of management control

④ Due Diligence Stage

Stage of conducting due diligence and providing materials

⑤ Contract Execution Stage

Stage of executing the final contract and closing the transaction

If You Need a Corporate Attorney's Advice for a Sale

In complex corporate transactions such as a corporate sale, strategic judgment and expertise are essential at each stage, including the design of the transaction structure, the review of contracts, the management of due diligence, and the coordination of negotiations.

If you are seeking attorneys with expertise in corporate sales, we invite you to consult with Daeryun and to proactively examine and manage the legal and practical risks that may arise throughout the sale.

Should you retain us, we will provide professional assistance at every stage of the sale, including the review of contracts, the design of the transaction structure, due diligence support, and the coordination of negotiations, so that the company may proceed through the procedure safely and systematically.

If you require legal advice in connection with a corporate sale, please request our assistance through the 🔗Corporate Attorney Legal Consultation Booking page.

Corporate Advisory Attorney FAQ

Frequently Asked Question about Corporate Sales #1
Q. Attorney, why do companies carry out sales?

A. There are various reasons why a company may consider a sale.

A company may choose to sell in order to recover invested funds or restructure its business, to resolve financial difficulties, or to pursue greater growth and opportunity.

Frequently Asked Question about Corporate Sales #2
Q. Attorney, is there a most suitable time for a sale?

A. A sale is generally carried out when the company's value is at its highest or when its growth potential is clearest.

In addition, pursuing a sale when the relevant industry and market conditions are relatively favorable increases the likelihood that the company's value will be assessed fairly.

This content is based on actual case studies of Daeryun Law LLC with some adaptations, and the copyright belongs to our firm.
Unauthorized reproduction, duplication, or distribution and other copyright infringements may result in legal action under applicable laws.

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