CONTENTS
- 1. Brand Acquisition | Why Global F&B Conglomerates Are Buying K-Brands
- - Why Was It "Shabu All Day"?
- - Acquisition Is Not the End but "the Beginning of an Expansion Strategy"
- - Points Korean Companies Should Note
- 2. Brand Acquisition | Corporate Acquisition: The Definition and Types of Combination
- - Legal Due Diligence Items for a Successful Transaction
- 3. Brand Acquisition | Clauses Within the Contract to Note When Concluding an Agreement
- - Designing Representations and Warranties Clauses
- - Setting Damages and Non-Competition Obligations
- - Comparison of Transfer Methods in a Corporate Acquisition
- 4. Brand Acquisition | Post-Acquisition Integration and Risk Management Strategy
- - Building a Legal Response System to Protect Brand Value
- - Reviewing Country-Specific Regulations When Expanding Overseas
- - Recommendations for Stable Management After a Corporate Acquisition
1. Brand Acquisition | Why Global F&B Conglomerates Are Buying K-Brands
The brand acquisition process is a multifaceted legal act that integrates a company's management control and the value of its intangible assets.
Korean restaurant brands are now becoming strategic acquisition targets for large overseas groups.
According to February 17, 2026 reports by the Philippine outlets PhilStar and OneNews, Jollibee Foods Corp (JFC), the largest restaurant company in the Philippines, signed an agreement to acquire a 100% stake in the operator of the Korean shabu-shabu franchise "Shabu All Day" for approximately KRW 120 billion.
Rather than merely participating as an investor, JFC chose a brand acquisition structure that secures management control.
This transaction is particularly notable in that JFC did not proceed alone but adopted a joint acquisition structure together with a private equity fund as a strategic partner.
This is a signal that Korean brands are being evaluated as assets that combine financial investment value with potential for global expansion.
Why Was It "Shabu All Day"?
Despite a relatively short operating history, Shabu All Day demonstrated that it is a scalable operating model, recording the operation of 169 stores nationwide, annual revenue of approximately KRW 390 billion, average revenue per store of approximately KRW 3.3 billion, and the top market share in its category.
What the global company focused on was not only the brand name but also its standardized manuals, rapid store expansion structure, franchise system with proven profitability, supply and logistics system, and brand loyalty.
In other words, it chose a structure of "acquiring an operable system in its entirety."
Acquisition Is Not the End but "the Beginning of an Expansion Strategy"
JFC had already acquired the Korean coffee brand Compose Coffee in 2024.
It then announced that it would bring this brand into the Philippine market through a master franchise arrangement.
The meaning of this trend is clear.
In other words, K-franchises are now being used as platforms for global expansion.
Points Korean Companies Should Note
This case is a symbolic example that illustrates the following points.
For franchise, retail, F&B, and platform companies in particular, there is a growing need to organize their legal and financial structures now, from the perspective that their own brand could also become a brand acquisition target.
2. Brand Acquisition | Corporate Acquisition: The Definition and Types of Combination
A brand acquisition is carried out by comprehensively taking over the trademark rights, goodwill, customer database, and the like held by a particular company, or by acquiring the equity of the entity that operates the brand.
As in this case of the Jollibee group, a structure in which a subsidiary and a private equity fund acting as a strategic partner jointly acquire the equity is interpreted as a strategic choice intended to distribute risk and secure expertise.
Legally, it takes the form of a stock purchase agreement (SPA) or an asset purchase agreement (APA), and because the scope of liabilities that are succeeded to differs depending on the method, a careful choice is necessary.
For a successful brand acquisition, it is necessary to review, as a matter of legal principle, how the tangible and intangible assets are succeeded to.
Intellectual property rights such as trademark rights must go through a transfer registration procedure, and existing franchise agreements and contractual relationships with business partners are also, in principle, subject to succession.
In the case of a franchise brand that operates numerous stores, such as "Shabu All Day," the conditions for maintaining and modifying the agreements with franchisees can be a key issue in the acquisition.
If a legal gap arises during this process, it may be difficult to achieve the purpose of the acquisition, so the assistance of a corporate attorney is necessary.
Legal Due Diligence Items for a Successful Transaction
The due diligence conducted before the decision to make a brand acquisition is the most important stage for discovering hidden risks and adjusting the acquisition price.
Behind the Jollibee group's investment of the large sum of KRW 120 billion to acquire a Korean brand, there would have been a thorough review of the company's annual revenue and market share.
From a legal perspective, the purpose of due diligence is to block potential litigation risks and the possibility of regulatory violations that may arise in the future.
Review of the Status and Validity of Intellectual Property (IP) Protection
It is necessary to confirm whether the trademark rights held by the brand being acquired are lawfully registered and whether there is any possibility of a dispute with similar trademarks.
This is because the core value of a brand acquisition ultimately lies in the "brand name" and "image."
In particular, if entry into an overseas market is contemplated, the feasibility of securing trademark rights in the target country should also be included within the scope of due diligence.
The Jollibee group's review of local trademarks and the master franchise agreement in the course of giving concrete shape to Compose Coffee's entry into the Philippines is also part of this context.
Analysis of Risks Related to the Fair Transactions in Franchise Business Act
In a franchise brand acquisition, compliance with the Act on Fair Transactions in Franchise Business (the Fair Transactions in Franchise Business Act) is very important.
If there are issues such as violations of the obligation to register and provide a disclosure document, or unfair contract termination or payment demands, these may give rise to legal liability for the acquiring company.
In addition, where disputes with existing franchisees exist, this can have a critical impact on the brand's reputation, so at the due diligence stage a comprehensive examination of past dispute histories and ongoing litigation should be conducted.
Indispensable Legal Due Diligence Checklist Before a Brand Acquisition
· Review of the terms of agreements with franchisees and partner companies (such as termination clauses upon a change of management control)
· Confirmation of potential liabilities related to labor relations and human resources matters (such as severance pay)
· History of administrative dispositions for violations of the Monopoly Regulation and Fair Trade Act and the Fair Transactions in Franchise Business Act
· Whether contingent liabilities and guarantee obligations exist
3. Brand Acquisition | Clauses Within the Contract to Note When Concluding an Agreement
If the due diligence results are satisfactory, a brand acquisition agreement is then concluded on this basis.
At this point, the agreement that is drafted serves as a strong shield protecting the company in any disputes that may arise later.
It should be kept in mind that, in an agreement on the scale of KRW 120 billion, a difference of just one line of wording can lead to losses of billions of won.
Designing Representations and Warranties Clauses
The seller must represent and warrant that there are no legal defects in the assets subject to the brand acquisition.
If a material defect or an unpaid liability that was not discovered in due diligence is later found, the buyer may claim damages or reduce part of the acquisition price on the basis of this clause.
In the case of global companies, it is common to make the scope of these representations and warranties very specific in order to secure stability.
Setting Damages and Non-Competition Obligations
If, immediately after a brand acquisition, the former operator relaunches a similar brand in a nearby location, the value of the acquisition will decline sharply.
To prevent this, a "non-competition" clause prohibiting the operation of a similar business within a certain period and area must be included.
In addition, specifying in advance the method for calculating damages upon a breach of contract and the court of jurisdiction enables a prompt response in the event of a dispute.
Comparison of Transfer Methods in a Corporate Acquisition
Category | Stock Transfer (Stock Purchase) | Asset Transfer (Asset Purchase) |
Subject of acquisition | The entity's shares (entire management control) | Brand, trademark rights, specific assets, etc. |
Legal liability | Succession to all liabilities, including potential liabilities | In principle, succession only to the assets specified in the agreement |
Procedural convenience | Relatively simple | A separate transfer procedure is required for each individual asset |
Use in brand acquisition | When fully integrating the entire brand | When securing only specific brand intellectual property rights |
Depending on the acquisition method, the tax risks and legal obligations a company must bear differ entirely.
It is therefore advisable to decide which model is most suitable for the company's current financial condition and acquisition purpose in consultation with a 🔗corporate attorney.
4. Brand Acquisition | Post-Acquisition Integration and Risk Management Strategy
Signing the agreement does not mean that the brand acquisition is complete.
True success depends on how much the brand's value is raised and what synergies are generated after the acquisition.
The fact that the Jollibee group emphasized a strategy of securing high-quality businesses by successively acquiring "Compose Coffee" and "Shabu All Day" likewise indicates that it is focusing on growth potential after the acquisition.
Building a Legal Response System to Protect Brand Value
For an acquired brand to maintain its proper value in the market, thorough trademark management must be in place.
A response guide should be prepared that monitors the market entry of similar brands and allows immediate legal action against counterfeits or trademark misappropriation.
In addition, to manage brand loyalty, the communication channels with franchisees should be organized legally, and the legal binding force of the operating manual for maintaining uniform service quality should be reviewed.
Reviewing Country-Specific Regulations When Expanding Overseas
Even a brand that has succeeded in Korea may face significant barriers when expanding overseas, such as the target country's laws restricting foreign investment, labor laws, and tax laws.
The method by which Compose Coffee enters the Philippine market and concludes a master franchise agreement with a local entity is one way to efficiently overcome local regulations.
In this process, eliminating differences in interpretation between the Korean-language and English-language contracts, and how the arbitration clause is set in the event of a dispute, determine the success or failure of a global brand acquisition.
Recommendations for Stable Management After a Corporate Acquisition
· Strengthening an exclusive position by reorganizing the intellectual property portfolio
· Ongoing monitoring of country-specific regulatory risks in coordination with local experts when expanding overseas
· Reviewing the status of contract performance through a partnership with a corporate attorney
In a brand acquisition on which a company's survival depends, leaving legal risks unaddressed may expose the company to significant uncertainty.
In an M&A situation where a large sum of funds is invested in particular, the buyer tends to feel anxiety over "whether there may be unforeseen contingent liabilities," while the seller tends to be concerned about "whether the sale proceeds can be safely recovered."
To address these concerns and achieve a successful deal closing, careful legal review should be carried out from the early stages.
Where issues are not addressed, an acquired brand's value may be impaired by unexpected litigation or administrative sanctions.
We encourage you to build a sound framework of legal defense that can represent the company's interests amid complex brand acquisition procedures and contract terms.
If you are considering a brand acquisition as part of an important corporate decision, you may also wish to arrange a 🔗corporate attorney legal consultation booking.
Daeryun assists clients through collaborative advisory work involving attorneys experienced in fair trade matters and attorneys experienced in intellectual property matters.
