Case Studies
[Consulting] Review of potential violation of VAN company rebate regulations in sales agency contracts
VAN(Value Added Network, 부가 통신업체)는 카드 결제 단말기를 설치 및 운영하는 회사로서 카드사와 가맹점 사이에 통신망을 구축하여 카드 조회와 승인 업무를 대행해주고 수수료를 받는 회사입니다. 여신전문금융업법 및 2016. 4. 26. 개정된 여전법 시행령에 따르면 VAN 사가 1년 매출액이 3억 원을 초과하는 대형 신용카드 가맹점에 신용카드와 관련한 거래를 이유로 부당하게 보상금, 사례금 등 명칭 또는 방식 여하를 불문하고 대가를 지급하는 행위가 금지됩니다. 이 규정은 보통 대형가맹점 리베이트 금지규정 또는 VAN사 리베이트 금지 규정으로 통칭되며, 2016년부터 현재까지 금융감독원을 비롯한 금융 감독기관에서는 담당 TF를 설치하고 집중적으로 이와 같은 리베이트를 관리 감독하고 있습니다. A 사는 O2O 회사로서 신용카드 가맹점(소매점)과 소비자 사이에서 서비스 제공 및 결제 서비스를 제공하고 있는 바, 이 회사에 대해서 B 사가 PG(Payment Gateway, 결제대행업체) 업무에 관한 영업대행 계약을 제안하였습니다. A사는 B 사가 VAN 업무도 수행하고 있기 때문에 이 영업대행 계약이 현재 VAN사 리베이트 규정에 될 수 있는지를 문의하였습니다. 이에 따라 Veat은 여신전문금융업법 관련 규정 및 금융위원회 및 금융감독원의 유권해석을 참조하여 금지 규정 저촉 가능성에 대해 검토하였으며, 이에 그치지 않고 저촉될 수 있는 요건에 대해서도 의견을 제시하여 A 사의 사업 확장 가능성에 대한 법적인 위험을 감소시키는 데 기여하였습니다. 감사합니다. Law firm Veat 드림
[Consulting] Review of Manufacturing Agreement
A Company is a startup developing functional foods. A Company recently completed the development of a new functional food and has finally entered the production stage. A Company was a research-focused company operating only a research and development organization, so actual food production was carried out through consignment production by a specialized food production company, and in this process, the review of the consignment production contract was entrusted to Law firm Veat. Law firm Veat re-reviewed the consignment production contract, taking into account that it was a consignment production for functional foods, not general foods, and focusing on the contract conditions that A Company considered important. As a result, A Company was able to significantly reduce the risk that could arise from the contract conditions and successfully established a business relationship with the contract manufacturer. Thank you. Law firm Veat
[Litigation] Website Hijacking Incident
Law firm Veat represented a client who suffered damages, including a sharp decline in sales, due to an employee suddenly changing the homepage administrator ID and password while the client was managing the website, and changing it to a homepage operated by the employee. To minimize the client’s damage caused by the defendant's unexpected action, Law firm Veat, in cooperation with the cyber investigation unit, swiftly filed a complaint, blocked the homepage address usage rights, and took measures such as notifying users. As a result, the defendant was quickly subject to a prosecution opinion by the prosecution and a court ruling. Furthermore, we meticulously reviewed the amount of damages caused by the defendant's actions, calculated the amount, and immediately filed a civil lawsuit to hold the defendant accountable for their illegal acts. Thank you. Law firm Veat
[Consulting] FLIP
FLIP means that a domestic startup establishes a foreign corporation, and the domestic corporation becomes a subsidiary of the newly established foreign corporation. When a FLIP is performed, the location of the parent company or holding company changes to a foreign country, but the composition of the shareholders remains the same as in the US corporation. In this process, core personnel and the headquarters naturally end up located abroad, making it easier to conduct business in that country. Furthermore, it can secure favorable conditions for investment from foreign venture capital (VC), especially US VCs. In some cases, a FLIP is carried out as a condition of investment after prior consultation with a specific VC. Company A received investment from a famous US VC and was advised that to target the US market and enter the global market, it would need to oversee its business through a US corporation. Accordingly, Company A sought out Law firm Veat and commissioned a US FLIP. Law firm Veat handled complex foreign exchange and overseas securities trading reporting procedures, such as direct overseas investment reporting and securities acquisition reporting. Since the concept of FLIP itself is still relatively unfamiliar domestically, not only employees at the head office of commercial banks that approve the reporting but also officials in charge of foreign exchange trading reporting at the Bank of Korea and the Ministry of Strategy and Finance had differing opinions on the clear procedures and requirements for reporting. In particular, in the case of Company A, reporting officials had never seen such cases and the reporting process was delayed for several days, regarding whether the conditions for acquiring preferred shares were met, whether resident foreigners were subject to reporting, and whether foreign exchange banks were designated for each shareholder. Accordingly, Law firm Veat presented the regulations of the Foreign Exchange Transaction Act and the Foreign Exchange Transaction Guidelines to the officials, conveying whether the reporting requirements were met, and the reporting was carried out as the relevant officials accepted this. Ultimately, Company A successfully completed a FLIP, established a parent company in the US, and was able to accelerate its efforts to target the US market. Thank you. Law firm Veat
[Litigation] Trademark Infringement Complaint Representation
Law firm Veat represented the client against a rival company that infringed on the trademark "“ㄱ”" by using the English name of the trademark as a trademark and took legal action, including filing a criminal complaint and seeking an injunction. The rival company sold thermal flasks by marking them with the English name instead of the Korean trademark "“ㄱ”" applied for by the client to avoid trademark infringement, and allowed them to be displayed and sold under the name "“ㄱ water bottle”" on various internet sites. Accordingly, Law firm Veat proceeded with a criminal complaint on behalf of the client, and the prosecution recognized the rival's trademark infringement and transferred the case to the court with an opinion for indictment. Law firm Veat has handled numerous patent and trademark cases, taking measures to prevent the client's damage from spreading by proceeding with the cases quickly, and in this case, we were able to prevent the suspect from continuing to sell, etc., through a swift criminal complaint. Thank you. Law firm Veat
[Investment] Legal due diligence and investment contract advisory for investment in a craft beer manufacturing company by Law firm Veat
Law firm Veat, based on extensive investment advisory experience and legal due diligence experience, can thoroughly and clearly review the legal risks that portfolio companies may have. A, a company famous for manufacturing and selling craft beer, recently secured investment from B. Accordingly, B commissioned Law firm Veat to conduct legal due diligence on A. Veat, considering that this case is a legal due diligence for a small-scale beer manufacturing company, accurately analyzed laws and regulations related to excise tax and other alcohol-related administrative regulations and reviewed the existence of legal risks. Furthermore, it analyzed the administrative rules regarding A’s new beer delivery business and clearly presented acceptable business forms. B negotiated investment terms with A, considering the results of the legal due diligence, and during this process, Law firm Veat performed various legal advisory services and drafted investment agreements. The investment was successfully completed, and A was able to expand its new business with the investment funds. Thank you. Law firm Veat
[Consulting] Review of publishing contract with a Chinese publisher
In the early days of the game development industry, many companies simultaneously performed game development and marketing, but gradually game development companies and game publishing companies clearly divided their own expertise. Currently, almost all companies differentiate their roles into development and publishing. Law firm Veat reviewed the publishing contract between a Korean game development company, A, and a Chinese publishing company for the Chinese market entry of a highly successful action game in Korea. Law firm Veat has reviewed publishing contracts for various platforms, such as mobile, PC consoles, and various regions, such as China, Japan, and the United States, and various genres of games. Based on this experience, Law firm Veat focused on reviewing copyright and ownership of game data, license granting conditions, profit distribution, and termination conditions, which are the areas where the interests of game developers and publishers are most acutely opposed. In addition, Law firm Veat provided advice on the drafting of the publishing contract, considering not only the detailed parts that might cause confusion to the Korean game development company due to the context or legal terminology of the English contract, but also potential problems that might arise when the Korean game development company enters into a contract with another publisher in China and distributes games. Based on Law firm Veat’s review opinions, A added a condition that allowed them to freely choose another publisher after the publishing contract expires, and as a result, they were able to lead the publishing contract to much more favorable conditions than those initially proposed by the publishing company. Thank you. Law firm Veat
[Advice] Review of whether costs related to smart construction safety management system can be executed as safety management expenses
Safety management expenses refer to the costs that a construction company calculates for safety management and inspections at a construction site and can execute only the items that align with the purpose. Generally, ‘industrial safety management expenses’ are referred to as industrial health and safety management expenses, but under current law, both the construction technology promotion law's safety management expenses and the industrial safety and health law's safety management are stipulated. Company A developed a system that can function as a platform for construction safety-related information and processes using Internet of Things technology at construction sites. Company A intends to develop the system by incorporating other functions for use at construction sites, and inquired whether the construction company could execute the costs of this system as safety management expenses in this case as well. Law firm Veat reviewed all related construction technology promotion law, industrial safety and health law, and the government ministries’ authoritative interpretations thereof to provide an opinion on the feasibility of execution. Thank you. Law firm Veat
[Consultation] Legal Review Regarding Issues of Deletion of Personal Information of Long-term Non-users
Law firm Veat provided legal advice regarding the process of deleting and separately storing personal information of long-term non-users, in accordance with the “Act on Promotion of Information and Communication Network Utilization and Protection of Information” (hereinafter referred to as the “Information and Communication Network Act”), undertaken by Company A, the largest securities information provider in Korea, and Company B, which provides social trading app services. Just as important as the lawful collection and use of personal information is the proper disposal of such information. Analyzing numerous personal information leakage incidents, including the case involving the three major card companies, reveals that a significant amount of personal information that could have been prevented from being leaked if it had been disposed of beforehand. The disposal of personal information (1) fundamentally prevents the misuse and leakage of personal information, and (2) significantly reduces the company's personal information protection-related risks. However, disposing of personal information is not easy. (1) What, when, and how to dispose of, or whether to store separately, (2) what method is lawful when disposing of or storing separately, (3) how to persuade the relevant departments that utilize personal information – numerous issues are involved. And these issues are all intertwined with legal issues. Law firm Veat’s Personal Information Protection Team is providing professional and prompt advice and countermeasures for the above issues. Thank you. Law firm Veat
[Consultation] Legal review of inter-agency system integration
Law firm Veat provided a review opinion on potential personal information legal issues that could arise in the process of the government entrusting personal information processing tasks to its subsidiary organizations. Specifically, it provided an opinion on whether administrative tasks, based on the scope of the subsidiary organization’s work delegation under the current laws, should be performed by the public corporation and whether computer management should be managed. While the provision and delegation of personal information between government agencies are occurring very actively, there are cases where the legal basis for this is not clear, and Law firm Veat, based on years of legislative consulting experience, is providing legislative consulting to utilize personal information safely and efficiently while minimizing friction between departments, and as part of this, successfully performed personal information consulting for the government. Thank you. Law firm Veat