Corporate Legal Advisory

The reasons corporate legal advisory is needed are as follows.

① Advance Prevention of Legal Risks
It is indispensable for examining in advance the legal risks that may arise in corporate management activities and removing unlawful elements, thereby preventing legal disadvantages such as penalty surcharges, criminal punishment, and civil liability for damages.

Regular legal advisory is needed to respond promptly to amendments to laws, government investigation trends, and changes in case law.

② Prompt and Strategic Response When Disputes Arise
When a dispute arises, strategic legal assistance from an attorney makes it possible to effectively carry out legal responses such as civil and criminal litigation, Fair Trade Commission investigations, tax audits, and criminal complaints.

When a legal specialist becomes involved from the early stages of a case, it is advantageous for collecting evidence, organizing legal arguments, and preparing negotiation strategies, which can minimize harm to the company.

③ Protection of Corporate Reputation and External Trust
When a legal violation occurs, a company may suffer a critical blow to its external image, the trust of its business partners, its ability to attract investment, and its participation in bidding.

To prevent this, it is necessary to manage corporate reputation risks proactively by establishing advance reviews of legal risks, dispute prevention training, and a legal compliance system.

④ Proactive Response to Changes in the Business Environment and Legal Amendments
Corporate regulations, such as the Monopoly Regulation and Fair Trade Act, the Personal Information Protection Act, ESG laws, and platform laws, are changing rapidly, and amendments to laws and the direction of government policy must be monitored frequently to adjust corporate strategy, internal rules, and contract terms.

To this end, it is indispensable to frequently check the latest legal trends and case law interpretations through legal advisory.

⑤ Advisory on Improving Business Structures and Legalizing Transaction Structures
Through legal review of transaction structures such as complex affiliate transactions, financial support, transactions with specially related persons, M&A, and business combinations, a company can remove legal risks such as unfair trade, diversion of private benefit, and tax evasion, and secure the legality and transparency of its transaction structures.

In particular, fair trade, taxation, and capital market regulation are areas in which it is difficult to respond without advance legal advisory.

⑥ Training to Prevent Legal Risks Among Officers and Employees and Strengthening Internal Controls
It is important to strengthen the internal control system and prevent violations by providing regular legal training and guidance to a company's officers and employees on major legal risks, examples of violations, and response measures.

⑦ Responding to ESG and Environmental Regulations and Establishing Sustainable Management Strategies
Violations of ESG laws, such as carbon neutrality, environmental regulations, human rights management, ethical management, and disclosure obligations, are accompanied by external sanctions such as penalty surcharges, criminal punishment, and restrictions on financial transactions.

Establishing a diagnosis of ESG legal risks and a sustainable management strategy together with legal advisory has become a requirement in the latest business environment.

Corporate legal advisory takes many forms.

It is important to receive advice from a corporate attorney who has handled a wide range of corporate legal matters, understands them from the company's perspective, and analyzes the legal risks that may arise, so that the direction of the business itself can be guided on that basis.

The corporate legal advisory process proceeds as follows.

1. Request for a corporate legal advisory consultation

2. After the consultation, conclusion of a legal advisory agreement

3. After materials are provided for the areas requiring corporate legal advice, ongoing mutual communication

4. Ongoing feedback and delivery of revisions

5. Ongoing corporate legal advisory throughout the contract period

Communication is conducted through SNS and email, and a task force led by a corporate attorney is formed to provide continuous feedback and communication.

When advice is needed in the course of establishing a company, document preparation services, general shareholders' meetings, board of directors operation matters, agency management, or review of franchise management documents, we review the documents upon transmission and send back the revisions promptly.

When a company concludes a transactional contract with an outside party, disputes may arise if it does not accurately manage matters such as the interpretation of contract clauses, the relationship of rights and obligations, termination clauses, and the scope of damages.

In particular, when concluding subcontracts, OEM agreements, MOUs, NDAs (non-disclosure agreements), and letters of intent, the legal effect and validity requirements must also be reviewed.

The validity of a contract, disputes over interpretation, liability for breach of contract, and penalty clauses also frequently become points of contention.

To prevent this, a company should establish legal review before concluding a contract and a system for monitoring contract performance.

Disputes related to employment contracts, disciplinary action, dismissal, wages, holidays, and working hours occur frequently.

Unfair dismissal, wage arrears, workplace harassment, and sexual harassment cases readily develop into legal disputes, increasing corporate risk.

Reorganizing personnel regulations, managing the conclusion of employment contracts, securing the legality of disciplinary procedures, and establishing an internal grievance handling system are essential.

Unfair collaborative acts, abuse of a superior bargaining position, unfair trade, violations of the Fair Transactions in Subcontracting Act, and violations of the franchise and agency laws are the main risks.

In particular, unfair refusal to deal, price discrimination, tie-in sales, unfair inducement of customers, pass-through transactions, private gain extraction, and misappropriation of technical data occur repeatedly, so advance review and regular legal training are needed.

Securing rights to intangible assets such as patents, trademarks, designs, and copyrights, and responding to infringement, are essential to protecting corporate value.

Companies should prevent damages claims, criminal punishment, and harm to corporate image arising from infringement of others' rights, and should also clearly arrange the attribution of rights held by internal officers, employees, and partner companies.

It is advisable to prepare in advance patent, trademark, and design applications, license agreements, and copyright registration and infringement response manuals.

If legal obligations are violated in the process of collecting, using, storing, and disposing of the personal information of customers, officers, employees, and partner companies, penalty surcharges, criminal punishment, and damages claims may follow.

Establishing a personal information processing policy, consent forms, entrustment contracts, and an internal management plan is required, and a response manual for personal information leakage incidents should also be put in place.

If tax-law obligations such as corporate tax, value-added tax, and withholding are not properly fulfilled, the risk of an underreporting penalty tax, a penalty tax for failure to pay in good faith, the imposition of penalty taxes, and a tax investigation arises.

Fund transactions, asset transfers, and transactions among affiliated companies must be reviewed under both tax law and the Fair Trade Act at the same time.

Quarterly risk diagnosis and review of tax returns should be carried out in parallel, in cooperation with a tax attorney and a certified tax accountant.

The types of criminal cases that a company and its officers and employees may face are also varied, including occupational breach of trust, embezzlement, violations of the Fair Trade Act, financial crimes, industrial accidents, personal information leakage, defamation, and false accusation.

When a criminal case arises, it has a serious effect on corporate reputation and business continuity, so a company should arrange legal advice and a crisis response manual before a case occurs.

In the event of a violation of laws in ESG areas such as carbon emissions, waste management, environmental management of factories and facilities, and labor rights, a company may suffer disadvantages such as penalty surcharges, civil and criminal liability, and restrictions on loans and investment from financial institutions.

Institutional preparation, such as preparing an ESG legal compliance checklist, conducting environmental impact assessments, and preparing sustainability management reports, is required.

To prevent corporate legal risks, we suggest using the following checklist.

✔️Whether the legal review history of major transaction contracts is being managed

✔️Whether personnel regulations and employment contracts for officers and employees are legally compliant

✔️Review of risks of violating the Fair Trade Act, the Fair Transactions in Subcontracting Act, and the franchise law

✔️Review of the registration status of patent, trademark, design, and copyright rights and the risk of infringement

✔️Whether the personal information processing policy, consent forms, entrustment contracts, and leakage incident response manual are in order

✔️Whether a criminal risk management manual and a legal response system are in place

✔️Whether an ESG and environmental regulation compliance checklist is in place and environmental impact assessments are conducted

✔️Whether quarterly legal risk review meetings and a legal advisory task force are operated

✔️Whether a rapid response manual and a designated legal affairs officer are in place when a legal dispute arises