Corporate Finance Advisory | Overseas M&A Finance Advisory for a Corporate Acquisition

2026.06.03김국일

The client who requested corporate finance advisory was a domestic financial company, and this is a case in which the legal and financial risks that could arise in the course of acquiring an overseas company were managed in advance and the transaction was completed in a stable manner.

1. The Client Who Requested Corporate Finance Advisory

The client who requested corporate finance advisory was a domestic financial company that participated in a transaction to acquire management control of an overseas company.

This transaction was a complex financial transaction that used a funding structure through an SPC established by a global fund, and it involved numerous overseas corporations and research institutes.

Because the transaction structure was complex and involved foreign exchange regulations and intertwined interests among numerous financial institutions, the advice of a corporate advisory attorney was needed to ensure the stable progress of the transaction and the protection of rights.

Background and Occasion of the Finance Advisory Request

Corporate Finance Loan Agreement Project Financing Collateral Establishment

The client examined a plan to raise the acquisition funds through an SPC (special purpose company).

However, as the transaction progressed, the overseas investors' requirements gradually diversified, and a situation arose in which the existing contractual structure alone could not adequately manage the financial risks.

As a result, the client requested the assistance of a corporate advisory attorney to resolve the following issues.

▷ Reviewing the appropriateness of the SPC-based funding structure and repayment plan

▷ Coordinating conflicts of interest among numerous financial institutions and overseas investors

▷ Setting the governance structure and scope of security rights between the target company and the acquiring SPC

▷ Securing the legal stability of core financial contracts such as the loan agreement and security agreements

※ An SPC (special purpose company) is an independent corporation established to carry out a specific transaction or purpose. Through a legal personality separate from the parent company, it offers the advantages of enhancing investment stability and facilitating accounting management.

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2. The Assistance Provided by the Corporate Advisory Attorney Who Handled the Corporate Finance Advisory

Even among corporate finance advisory matters, this transaction was a complex situation in which stability was difficult to secure through a simple contract review alone.

In particular, the following legal and financial issues were central.

1. Compliance With the Foreign Exchange Transactions Act and Regulation of Inbound Overseas Funds
-> In the course of overseas investors' funds flowing into the country, the relevant regulations had to be strictly observed.

2. Coordination of Interests Among Financial Institutions
-> In a transaction involving multiple financial institutions, the priority of loans and the allocation of rights must be clearly designed in order to prevent disputes.

3. Protection of Management Control and Establishment of Security Rights
-> Designing the financial structure while simultaneously protecting the management control and security rights over the target company was the key task.

To resolve these complex issues, the corporate advisory attorney provided strategic assistance throughout the entire process, including the design of the transaction structure, the contract review, and the coordination of stakeholders.

Financial Structure Design and Risk Diagnosis

The corporate specialist attorney first closely analyzed the SPC's funding method and repayment structure.

Through this, the attorney separated the senior and subordinated loans and adjusted the interest rates and financial covenants to protect the interests of the financial institutions.

In addition, by reviewing the relevant regulations, such as the Foreign Exchange Transactions Act and the Financial Investment Services and Capital Markets Act, in advance, the attorney guarded against the legal risks that could arise in the course of the inflow of overseas funds and the transaction.

Drafting Financial Contracts and Coordinating Multiparty Negotiations

The attorney reviewed the core financial contracts required for the transaction, such as the loan agreement, the security agreements, and the intercreditor agreement.

Working closely with the overseas legal advisory team, the attorney coordinated the terms and led the negotiations so that the interests of the domestic financial institution would be reflected.

Even in a multiparty transaction with intertwined interests, the attorney reached a stable agreement while maintaining the core terms.

Securing Stability After Completion of the Financial Transaction

At the closing stage of the transaction, the attorney thoroughly checked all documents and the fulfillment of conditions and managed the process so that there would be no disruption to the scheduled timeline.

After the acquisition was completed, the attorney reorganized the syndication structure among the participating financial institutions and designed a reporting system and management process that could guard against post-closing risks.

Through this, the attorney supported the continuation of a stable financial structure and the protection of rights even after the transaction was completed.

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3. The Result of Receiving Corporate Finance Advisory

Corporate Finance Credit Assessment Loan Screening Process

With the assistance of the corporate advisory attorney, the transaction proceeded smoothly within the planned timeline and the management control acquisition was successful. Even after closing, reorganizing the financial agreements guarded against the possibility of potential disputes.

In particular, even though it was a large-scale acquisition finance transaction involving a mix of domestic and overseas investors and financial institutions, it was possible to complete the matter in a stable manner without legal or financial risk.

4. Points to Keep in Mind in Corporate Finance Transactions

The following are points to keep in mind in corporate finance transactions.

① Reviewing the Funding Structure
Loans, bonds, equity investment, and the like must be carefully selected to match the size and financial condition of the target company, and excessive borrowing can lead to a financial burden.

② Managing Financing Costs and Interest Rates
The long-term burden must be reduced by analyzing the impact of interest rate fluctuations and the repayment schedule on cash flow.

③ Securing Financial Stability After the Acquisition
The debt repayment plan, capital structure adjustment, and a liquidity-securing strategy must all be considered so that the acquisition does not become an obstacle to the company's growth.

④ Legal, Tax, and Accounting Review Is Essential
The contract terms, the establishment of collateral, the tax burden, and the like must be checked through professional advice in order to prevent potential disputes in advance.

⑤ Coordinating Stakeholders and Managing Contracts
It is important to clearly design the agreement structure so that the terms of various stakeholders, such as financial institutions, investors, and existing shareholders, do not conflict.

If You Need the Help of a Corporate Attorney in the Course of a Financial Transaction

Corporate Finance Working Capital Facility Funds Payment Guarantee Asset Securitization

A corporate finance transaction requires not only simple fund-raising but also specialized areas to be addressed simultaneously, such as complex financial structure design, legal risk management, and the coordination of stakeholders.

If an attorney's strategic assistance is lacking at the early stage, the likelihood of transaction delays, financial burdens, and disputes is high.

Drawing on extensive practical experience, our firm provides the following services.

▷ Support throughout the entire process of drafting financial contracts and conducting multiparty negotiations
▷ Coordination with overseas investors and numerous financial institutions and the protection of rights
▷ Strengthening transaction stability by securing security rights and the right to recover claims

If you would like the assistance of a corporate advisory attorney well-versed in the relevant domestic and overseas laws, at Daeryun, the ninth-largest law firm in Korea (based on 2025 National Tax Service value-added tax filings), you can communicate with a specialist in real time and develop a tailored strategy.

If you need legal advice in a situation similar to that of the client in this case, please feel free to request assistance at any time.

This content is based on actual cases handled by Daeryun Law LLC and has been partially adapted. All copyrights belong to Daeryun Law LLC.
Unauthorized reproduction, copying or distribution may result in legal action under applicable laws.