Case Studies

[Consultation] Drafting Stock Transfer Agreement

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A company has entered into a stock transfer agreement for shareholder stock transfers. A company inquired of Veat regarding restrictions under relevant laws and regulations, matters to be observed according to past shareholder agreements, and whether there are standard methods used in the industry regarding the procedural aspects of stock transfers. Veat compared the content of the Commercial Code and other laws related to stock transfers with the content of the stock transfer agreement to ensure there were no discrepancies, and advised on legal risks seen through handling hundreds of stock transfer transactions. It also provided an explanation of procedures commonly used in the industry, helping A company successfully complete the stock transfer and improve its governance structure. Thank you. Law firm Veat

[Consulting] Venture investment company, GP (General Partner)'s review of whether the Anti-Bribery Act applies.

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Many companies are experiencing confusion regarding the recently implemented Act on the Prohibition of Improper Solicitation and Gifts (so-called Kim Young-ran Act). In particular, the Kim Young-ran Act defines not only public officials and employees of public institutions, but also school teachers and journalists as subjects of its application, and contains many ambiguous parts, making it difficult for companies to easily understand how they might unintentionally violate the law. The venture investment company, A Company, due to the nature of its examiners, who frequently meet and dine with external individuals, worried whether any part of the newly implemented prohibition of solicitation law might be applicable to the company. Law firm Veat consulted on A Company’s applicability of the prohibition of solicitation law and implementing regulations, utilizing the list of application institutions provided by the Anti-Corruption and Civil Rights Commission. Law firm Veat is providing consultations based on an accurate understanding of the latest laws that can affect corporate management, such as the prohibition of solicitation law, and can identify potential legal risks that may arise in management. Thank you. Law firm Veat

[Consultation] Review of potential violation of the Act on Prohibition of Improper Solicitation and Use of Private Gain related to journalist meeting

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“While holding a press meeting, wouldn't it be okay to offer reporters a cup of coffee?” This was the question asked by the public relations manager of company A, which conducts fintech business, after much deliberation, seeking help from Veat. Many companies are experiencing confusion regarding the recently implemented Act on the Prohibition of Improper Solicitation and Gift-Giving, (so-called Kim Young-ran Act). The Kim Young-ran Act defines its scope of application not only to public officials and employees of public institutions, but also to school faculty and journalists, and because it contains many vague portions, it is difficult for companies to easily understand how they might inadvertently violate the law. Veat, referencing the provisions of the Act on the Prohibition of Improper Solicitation and its Enforcement Decree, the purpose of the legislation, and even press releases and Q&A contents from the Anti-Corruption and Civil Rights Commission, informed company A about the scope of gifts that the company, as the subject of the press coverage, could provide during a press meeting. Thanks to this, company A was able to comply with the newly implemented Act on the Prohibition of Improper Solicitation while maintaining smooth communication with reporters and also received advice on how to improve their PR work processes. Veat provides advice based on a thorough understanding of the latest legislation, such as the Act on the Prohibition of Improper Solicitation, which can affect corporate management, and can help preemptively identify legal risks that may arise in management. Thank you. Law firm Veat

[Advisory] Review of whether a university professor's job invention is patentable.

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Professor B, a professor at a prestigious domestic science and technology university, founded company A to commercialize a new technology developed through his research field. However, one day, Professor B received a notification from the university stating that the new technology was developed as a work invention and should rightfully belong to the university. Professor B inevitably wondered whether the university's demand to assign his technology, which has the potential to create a market worth several hundred billion won, to the university was legally justifiable. He could not use the technology corresponding to the work invention for private use, violating current laws and the university's regulations, but not all technologies invented by university employees should belong to the university and infringe upon the inventor's rights. Law firm Veat investigated the Invention Promotion Act and its enforcement regulations, as well as the university’s internal regulations and regulations of the industry-university cooperation foundation, to identify the requirements for a new technology developed by a university employee to be considered a work invention and assigned to the university, and investigated whether Professor B’s case met those requirements. As a result, the university and Professor B were able to find a way to reduce legal risks while commercializing the new technology and generating profits. Thank you. Law firm Veat

[Consulting] Review of potential violation of the Anti-Bribe Law during business execution

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A company was conducting a software development project and began offering a service of inviting university professors to provide consultation in order to help the client upgrade their overall IT system. At the same time, A company was concerned whether the regulations prohibiting gifts and benefits for university professors under the Anti-Bribery Act, which recently came into effect, might also apply to the consulting professors and requested help from Law firm Veat. Law firm Veat analyzed the newly implemented Anti-Bribery Act (commonly known as the Kim Young-ran Act), its enforcement decree, and the positions and press releases of the Public Interest and Anti-Corruption Commission to determine whether the regulations prohibiting gifts apply to the client’s consulting professors and, if so, to present the upper limit of consultation fees that can be paid, helping A company to carry out consultations without violating the Anti-Bribery Act. Thank you. Law firm Veat

[Advisory] Review of Game Publishing Contract

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Game development company A requested a contract review from Law firm Veat to enter into a publishing contract. Law firm Veat has reviewed a wide variety of game publishing contracts, including those with publishers from diverse regions such as China, Japan, and the United States, across diverse platforms like mobile, PC, and console, and across various genres. Based on this experience, Law firm Veat focused on reviewing copyright and ownership of game data, license grant conditions, profit sharing, and termination conditions, which are the areas where the interests of game developers and game publishers are most sharply opposed. In this process, Law firm Veat identified terms that were disadvantageous to the game developer but favorable to the game publisher, and suggested modifications necessary for a medium- and long-term relationship between the developer and publisher. Company A adjusted the detailed contractual terms based on Law firm Veat’s review and ultimately, a publishing contract was concluded that satisfied both the developer and the publisher. Thank you. Law firm Veat

Sending a certified letter regarding a competitor's comparative advertisement

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A company is a startup that has achieved global success by launching video data processing app B with unique technology to implement stable video communication in a mobile environment. On October 2016, A company discovered a competitor advertising that its video processing app was "faster and more performant than B" and requested help from Law firm Veat. Law firm Veat thoroughly analyzed the laws and administrative penalty cases regarding comparative advertising and revealed that the competitor’s advertisement was illegal as an exaggerated advertisement as defined in the guidelines for judging violations of the Advertising Disclosure Act, the Enforcement Decree of the same Act, and the guidelines of the Fair Trade Commission. They sent a legal notice and obtained a promise from the competitor not to engage in any further illegal advertising. This case can be considered a successful case based on technical understanding of the characteristics of the mobile app market and mobile app comparison criteria, and the know-how of applying them legally. Thank you. Law firm Veat

Stock option contract drafting

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What is the most commonly used method for startups to attract key talents? Perhaps stock options (Stock Option, 주식매수선택권) can be considered the first. Through stock options, which allow for financial rewards proportional to the company's growth, the company can attract key talents, and key talents gain motivation to work more passionately. This concept of stock options may seem simple, but it must be granted and exercised in accordance with the complex regulations stipulated in our country's Commercial Law and Venture Enterprise Act. Stock option grants and exercises that violate relevant laws and regulations may become invalid. Law firm Veat provides legal consultation to startups and key talents who are not familiar with relevant laws and regulations regarding stock option grants and exercises. Furthermore, based on the know-how gained from numerous stock option grant and exercise cases, we propose stock option terms that satisfy both the company and key talents, and assist in drafting stock option grant contracts to minimize the possibility of disputes arising from unexpected situations such as capital increase or reduction after the stock option grant. Company A, which launched a crowdfunding platform, also requested help from Law firm Veat in the process of granting stock options to secure talent. Through Law firm Veat’s accumulated experience and legal expertise, a stock option contract that satisfied both the company and employees could be drafted. Thank you. Law firm Veat

Internal control regulations and review of investment solicitation guidelines

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All financial investment businesses in our country are regulated by the Capital Markets Act. However, the Capital Markets Act is not only extensive in content but also consists of a 4-stage structure of law-enforcement decree-enforcement rule-agency guidelines, making it difficult for managers to interpret. For financial startups that need to pioneer new markets and respond quickly to external changes, the complex and difficult Capital Markets Act can appear as an obstacle hindering business development. Company A sought Law firm Veat to revise its internal control regulations to fully meet the requirements stipulated in the Capital Markets Act. The Capital Markets Act details the internal control procedures and regulations that financial investment firms must have to protect financial consumers, and includes provisions that allow for administrative sanctions if these internal control mechanisms are not in place. Law firm Veat, with its extensive experience in advising on the Capital Markets Act, was able to draft the internal control regulations required by the Capital Markets Act quickly and accurately. This process reflected the latest laws and agency guidelines, and Company A was able to significantly reduce potential legal risks. Thank you. Law firm Veat

Game publishing contract review

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Since the second half of 2016, mobile game B of Company A has been extremely popular. Uniquely, it was released with three entities: the developer in China, Company A, and a domestic publishing company, each taking on their respective roles. During this process, a complex contractual structure was formed, unlike typical game publishing, with various publishing agreements and service agreements being concluded between the companies. Law firm Veat, based on its extensive experience reviewing numerous publishing agreements and service agreements, reviewed the agreements with Company A as a party, examining whether there were any unfavorable aspects for Company A and whether there were any potential legal risks that could arise during game services. In particular, we adjusted the obligations of the parties to clarify the roles of Company A and the Chinese game developer, and ensured that these details were specified in the English publishing agreement. Thank you. Law firm Veat Dream