[Mergers and Acquisitions Advisory Case] Advisory Services Including Review of Contracts for a Merger and Acquisition

CONTENTS

1. Seeking a Legal Review for a Merger and Acquisition
- - The Client Who Requested Advisory on Contracts and Similar Documents Related to the Merger and Acquisition
2. Laying the Groundwork for a Successful Acquisition Through Merger and Acquisition Legal Advisory
3. The Corporate Client Satisfied With the Merger and Acquisition Legal Advisory

1. Seeking a Legal Review for a Merger and Acquisition

The client, who was considering a merger and acquisition, came to our firm, Daeryun LLC, wishing to receive related legal advisory.

The client, who needed to review various contracts for the corporate acquisition, found the task difficult and needed the help of a legal specialist.

The client reportedly also had problems with contracts involving several subcontractors. Needing advisory on these as well, the client decided to enter into a legal advisory agreement with Daeryun for a set period.

Setting the merger and acquisition as the top priority, the client requested that Daeryun conduct an analysis related to it.

The Client Who Requested Advisory on Contracts and Similar Documents Related to the Merger and Acquisition

The client, who entered into an advisory agreement with Daeryun for a merger and acquisition, posed questions about various contracts related to the merger and acquisition.

For the merger and acquisition, it was necessary to remove unnecessary items from the content to be included in the contracts and to retain content favorable to the client's company.

Advisory was carried out to this end, and Daeryun reviewed the relevant statutes, prepared a draft contract, and delivered it.

Review of the Statutes Related to the Share Transfer Agreement and Similar Matters

In proceeding with the corporate acquisition, the client needed to conclude many agreements, including a share transfer agreement. To do so, it was necessary for the share purchasers designated by the client to lawfully acquire the shares from the sellers.

Work was also needed to enable those purchasers to promote the stability of management control. Having been requested to provide overall legal advisory related to the merger and acquisition, Daeryun promised to do its utmost for the client's interests.

2. Laying the Groundwork for a Successful Acquisition Through Merger and Acquisition Legal Advisory

Through careful consultation with the client, Daeryun Law Firm assembled a team of attorneys composed of multiple specialists with extensive experience in mergers and acquisitions.

The Daeryun attorney team provided legal advisory on the contracts needed for the client's merger and acquisition and delivered drafts of the related contracts to the client.

■ Following the merger and acquisition legal advisory, provisions favorable to the client's company could be newly added through the contract drafts and similar means.

■ The team conducted a corporate valuation of the acquiring company and also carried out legal due diligence on the target company.

■ The team provided legal advisory on the matters needed for the merger and acquisition, such as the capital structure, liabilities, and the acquisition of equity.

The attorney team has practical experience in all M&A-related work, including the acquisition of and investment in corporate equity, business transfers, mergers, and divisions.

On this basis, the team provided legal advisory across the entire process, from the early stage of the merger and acquisition through its conclusion.

In particular, the team responded promptly to the secondary legal issues arising from the merger and acquisition.

Inquiry About the Content Needed When Drafting the Contract

The client posed questions about the content needed when drafting the contract.

The client requested detailed information on matters such as whether, given that there was a provision transferring shares through a title trust, certified mail should be sent for the share transfer agreement; whether a claim for damages against subcontractors and similar parties was possible under the contract; and whether there were any violations of the provisions of the share transfer agreement.

3. The Corporate Client Satisfied With the Merger and Acquisition Legal Advisory

The client, who received a careful analysis of the merger and acquisition through legal advisory, was able to successfully complete the merger and acquisition with the target company.

In the case above, because matters related to the merger and acquisition had to be confirmed, a merger and acquisition execution team composed of multiple legal specialists, including corporate legal attorneys and accountants, was organized.

Through careful answers to the client's questions and legal due diligence on both companies, a result satisfactory to the client's company was achieved.

In a merger and acquisition, obtaining the help of veteran specialists with extensive practical experience can be the fastest way to resolve issues. If you need the assistance of a legal specialist in this regard, you may inquire with the Daeryun Corporate Legal Group at any time.

In the Corporate Legal Group, centered on corporate legal specialist attorneys with experience at large corporations and financial institutions, multiple specialists such as accountants form task force teams of 3 to 20 people depending on the matter to carry out cases and provide advisory.

Specifically, the services include ▲reviewing the transaction structure related to the merger and acquisition and supporting the establishment of investment strategy, ▲legal due diligence for the seller and buyer in the M&A, and ▲cooperation on overall matters such as drafting and reviewing contracts and negotiation.

For the convenience of corporate clients, in-person consultations are also available, so you may request a consultation at any time.

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