Case Studies
Risk review related to virtual asset liquidity supply service contracts in accordance with the implementation of the Virtual Asset User Protection Act.
Law firm Veat reviewed the legal risks in entering into a virtual asset liquidity supply service agreement at the request of virtual asset issuing company A (hereinafter referred to as "the client"). Law firm Veat comprehensively reviewed the legal risks when entering into a service agreement for the purpose of providing liquidity or market making for a specific virtual asset in the virtual asset market. While confirming the specific conditions of the liquidity supply service agreement, which is written in the format of a token lending agreement, we explained the financial authority's position on market making in the virtual asset market and the relevant provisions of the 「Act on the Protection of Virtual Asset Users」 (hereinafter referred to as "Virtual Asset User Protection Act"), which is scheduled to take effect on July 19, 2024 (2024. 7. 19.), and detailed information on the legal risks associated with entering into the service agreement. Reasons to seek legal advice regarding virtual asset supply It is common for virtual asset liquidity supply service agreements to be written in the format of token lending agreements or token investment agreements, and it is necessary to identify the legal risks that may arise when entering into such agreements. Regardless of the format of the agreement, if the essence of the transaction is a service agreement for virtual asset liquidity supply, it is necessary to review whether ① market-making activities in the virtual asset market are permitted and ② whether requesting market-making activities through the service agreement poses a problem. Liquidity providing in the virtual asset market refers to providing bid and ask quotes for a virtual asset by utilizing the holdings of a specific market participant to avoid situations where users holding the virtual asset cannot readily trade it at an appropriate price or time due to insufficient circulation or trading volume of the specific virtual asset in the virtual asset market. This is also called virtual asset market making, and it is expected to play a positive role in reducing transaction costs and inducing stable price formation in the virtual asset market, thereby enhancing the convenience of users, and is becoming a common practice in the global virtual asset market. Market manipulation in the stock market is prohibited as an unfair act under the 「Act on Capital Markets and Financial Investment Business」， but liquidity providing acts, which aim to “protect investors through stable price formation,” may be permitted. Therefore, even if not directly conducting liquidity providing (market making), if requesting liquidity providing services through a service agreement, investment agreement, or token investment agreement, it is desirable to review and confirm the applicable risks under domestic laws such as the Virtual Asset User Protection Act to prevent future legal risks. When entering into a virtual asset liquidity supply service agreement or other agreements related to virtual assets, various laws and regulations, including the Virtual Asset User Protection Act, may apply, so we recommend seeking the assistance of Law firm Veat, which has high expertise in blockchain and virtual asset regulations, to review and minimize legal risks. Law firm Veat provides professional legal advice regarding virtual assets and blockchain businesses and supports the entire process of blockchain and virtual asset business, including contract condition review, legal risk review, and contract negotiation support. Law firm Veat's Senior Partner Choi Seong-ho, Senior Partner Song Do-young, and Partner An Il-woon have been appointed as members of the IT Blockchain Committee of the Korean Bar Association, and Song Woo-seok, Senior Foreign Counsel who served as Senior Counsel at Binance, is active as a legal advisor to the Korea Blockchain Business Cooperative. If you require legal advice regarding blockchain, virtual assets, virtual asset liquidity supply, or the Virtual Asset User Protection Act, please contact Law firm Veat at any time. Thank you. Law firm Veat
[Law firm Veat_TIP] Music-related copyright: To what extent can it be protected?
Law firm Veat Copyright Team, TIP (Technology Intellectual Property) Team contributed to startup media platform Platum regarding the extent to which music-related copyrights can be protected. Music works are creations that express thoughts or emotions in audio or sound, and can be protected by copyright. This column details whether a creation can be applied for music copyright and neighboring rights. You can confirm this column through [this link]. This column published by Law firm Veat TIP Team covers music copyright and neighboring rights cases, analyzing examples that can be applied from traditional music to modern music. If a creator has had a creation infringed upon by others after investing a lot of effort and cost, we recommend exploring accurate legal response measures through legal professionals with abundant experience in copyright issues for rapid recovery. Law firm Veat’s Copyright Specialization TIP Team provides detailed legal advice based on abundant consultation experience and expertise in complex copyright issues, ensuring that creations are adequately protected. This includes attorney Oh Seung-jong, former chairman of the Copyright Committee, partner attorney An Il-woon, former specialist community member of the Korea Copyright Committee, representative attorney Choi Sung-ho, selected as Legal Times TMT Leading Lawyer, and attorney Jeon Yong-hwan, who has extensive experience in ICT regulatory sandbox and pilot service legal consulting, among other legal experts specializing in copyright and intellectual property rights, are positioned within Law firm Veat TIP Team. If you need a legal review of music works and other copyrights, please contact Law firm Veat. Thank you. Law firm Veat"
Review and preparation of a cease and desist letter regarding trade secret infringement.
Law firm Veat received a request from IT development and supply company A (hereinafter referred to as "Client") to review and draft a notice of infringement of trade secrets. The Client confirmed that its trade secrets were being infringed by the other party and entrusted Veat, an IT-specialized law firm, to request a response. Veat IT advisory team immediately examined the possibility of trade secret infringement and drafted a notice to send to the other party for swift response. In particular, Veat IT advisory team included a detailed explanation of the trade secret infringement act in the notice, along with a request for immediate cessation of the infringement. Furthermore, it warned that all civil and criminal measures would be taken if the other party did not respond to the notice, establishing a thorough legal analysis and strategy to protect the Client's rights and swiftly stop the infringement. How should a notice be sent? You can find many templates and guidelines for notice contents on the internet. Generally, it includes facts and acknowledgement of liability for infringing on my rights, a request to cease infringement and take appropriate measures such as settlement money, and a request to respond by a specific deadline. If the other party does not admit fault or a settlement is not reached, you must decide whether to let it go or pursue legal proceedings. If you proceed with legal proceedings, there are two options: filing a criminal complaint and filing a civil lawsuit, and you can also pursue both. If the other party's actions are deemed a crime under the Criminal Law, you can report the matter to the police or prosecution and file a criminal complaint. You can also file a civil lawsuit requesting a cease-and-desist order or damages for the action. Therefore, if you recognize a trade secret infringement, it is important to receive support from a legal expert and carefully examine how you can legally respond to the matter. Law firm Veat officially warned the other party regarding the infringement of the IT development company's hard-earned "know-how/trade secrets" through the rapid dispatch of a notice, and prepared effective legal measures to prevent further damage. Based on our expertise and experience with numerous corporate legal issues, Law firm Veat will protect our Client’s rights and provide the optimal solution. If you have any questions regarding infringement of trade secrets, please contact Law firm Veat. Thank you. Law firm Veat
Review of Convertible Bond Investment Contract
Law firm Veat reviewed the convertible bond subscription contract at the request of bio startup A (hereinafter referred to as "the client"). Law firm Veat meticulously analyzed prerequisites to be fulfilled before investment execution, specific conversion conditions of the convertible bonds, and provisions regarding the completion of the transaction, and reflected them in the convertible bond subscription contract. Furthermore, Law firm Veat carefully reviewed provisions regarding the purpose restrictions of investment funds after the transaction is completed, the investor's consent and consultation rights, and the disposal of the investor's shares, so that the rights and obligations of the investor and the company are clearly stipulated. Through this, Veat focused on securing the stability of corporate operations and protecting the investor's interests. Convertible Bond Subscription Contract / Convertible Bond Investment Contract Both the convertible bond subscription contract and the convertible bond investment contract are important means for companies to raise capital, and clearly stipulate the legal and financial conditions arising in the capital raising process between investors and companies to protect the rights and obligations of both parties. Both contracts also include common provisions such as restrictions on the purpose of capital, investor's rights, and company's obligations, to facilitate smooth investment transactions. Convertible Bond Subscription Contract The convertible bond subscription contract is a contract between the issuer and the underwriter who will underwrite the securities at the time of securities issuance, and is a contract in which the underwriter will subscribe to the securities under specific conditions. The subscription contract often includes relatively simple transaction conditions, and its main purpose is to enable the issuer to quickly raise necessary funds. Convertible Bond Investment Contract The convertible bond investment contract is a contract specifying the conditions and procedures for a specific investor to invest capital in a company, and stipulates the investor's rights and obligations and the company's response. This contract includes the investor's investment conditions, the company's use of funds, the equity structure, and management rights after investment, among other conditions. Therefore, the convertible bond investment contract plays an important role in mediating complex relationships of interest between the company and the investor, and ensuring mutual benefits. Convertible bonds are one of the important methods for startups to raise capital, and the subscription and investment of convertible bonds are important transactions involving complex relationships of interest between investors and companies. Therefore, we recommend that you seek the help of a legal expert when reviewing complex legal documents such as convertible bond subscription contracts and convertible bond investment contracts. Law firm Veat accurately identified complex legal issues related to convertible bonds and carefully reviewed the conditions and provisions stipulated in the convertible bond subscription contract to ensure that the rights are fairly set and appropriately coordinated so that they do not impede the company's independent operation. Law firm Veat has been providing legal advisory services in cooperation with startups, venture companies, and investors in various industries such as IT, bio, blockchain, and healthcare, and supports the successful business of its clients with a high degree of professionalism in all processes from contract review and drafting to negotiation. Clients can minimize legal risks and establish a stable management environment through Veat's professional legal advisory services. Law firm Veat will continue to support startups and investors to successfully complete transactions through legal advisory services related to convertible bonds and investment contracts. If you need legal assistance regarding 'convertible bonds' or 'investment contracts,' please contact Law firm Veat. Thank you. Law firm Veat
Law firm Veat, 2024 First Half M&A League Table TOP5
Law firm Veat achieved remarkable results in the 2024 first half M&A market. According to Bloomberg and The Bell, among others, Law firm Veat secured a spot within the TOP5 in the 2024 first half M&A market, achieving outstanding results in the league table. Recording stable results in Bloomberg and The Bell's league tables, the firm solidified its position in the domestic M&A market. Bloomberg and The Bell League Table Performance Bloomberg League Table According to the Bloomberg league table released on July 2, Law firm Veat ranked 5th in the 2024 first half Korean M&A market based on the number of deals. With a total of 1,419 deals and US$37 billion (approximately KRW 51.4 trillion) in transaction value occurring in the Korean M&A market, Law firm Veat climbed into the top 5 by number of deals, demonstrating excellent capabilities as an M&A boutique. The Bell / DealSite League Table Law firm Veat also stood out in The Bell’s league table (over KRW 50 billion) and DealSite. The firm ranked 18th in The Bell league table based on completed deals and 14th based on announced deals, and achieved 12th place in the DealSite league table, demonstrating its important role in the domestic M&A market. M&A Market Overview and Outlook The Korean M&A market in the first half of 2024 showed a slight increase in the number of deals compared to the first half of last year, but the transaction size decreased somewhat. In particular, the transaction size in the second quarter rose by over 70% compared to the first quarter, showing a recovery, but it is still premature to discuss a full recovery of the entire market. Bloomberg analyzed, “Companies struggling to secure funding are expected to come up for sale through restructuring in the second half.” This suggests the possibility of a recovery in the M&A market, which has been stagnant since the COVID-19 pandemic. Law firm Veat’s Role and Performance Law firm Veat has achieved results within the top 10 in the domestic M&A market, leveraging its strengths as an M&A boutique. Notably, among the ‘top 10’ by number of deals, five were M&A boutiques, and Law firm Veat has excelled in this area by providing competitive legal services. Law firm Veat’s performance this time serves as an opportunity to re-demonstrate its expertise and capabilities in the M&A market. Going forward, Law firm Veat will continue to provide its clients with the best possible legal services and strengthen its leadership in the M&A market. Thank you. Law firm Veat
"Interim Injunction Ruling Regarding Restriction on Participation in National Research and Development"
Law firm Veat successfully represented a researcher A (hereinafter "Client") who participated in a thesis judged as plagiarized, and obtained a ruling to suspend the execution of the decision. The Client received a National R&D Participation Restriction decision due to participating in a thesis judged as plagiarized. Accordingly, the Client entrusted Law firm Veat with a request to suspend the execution of the decision until the final judgment in the main lawsuit, as it could greatly disrupt the researcher's re-employment and research activities. Law firm Veat carefully reviewed the case and emphasized the circumstances under which the Client participated in writing the thesis, the specific role, and a detailed explanation of the thesis, to highlight the impossibility of recognizing plagiarism in the writing process. Through this, the lack of intent to plagiarize was emphasized, and the unfairness of the decision was proven. In particular, it emphasized that there was a high possibility that the Client would be rejected from re-employment if the execution stay was not granted. It emphasized that the R&D Participation Restriction decision is not only a non-property decision restricting the researcher's research activities, but also has a high possibility of causing unexpected losses to third parties, and requested the court to suspend the execution of the decision before the final judgment, taking these factors into consideration comprehensively. The court accepted the arguments of Law firm Veat and ruled to suspend the execution for up to 30 days after the final judgment. Importance of the "National R&D Innovation Act" and Legal Response The "National R&D Innovation Act" is a law that aims to enhance national innovation capabilities and improve the quality of life by innovating the promotion system for national R&D projects and creating an autonomous and responsible research environment to promote the development of the national economy. Therefore, there is a case where the court ruled that "actively utilizing the National R&D project participation restriction decision to exclude capable researchers from national R&D projects for a long period may undermine the ultimate purpose of the law, and administrative agencies must carefully determine the participation restriction and its duration.” Therefore, when you receive a National R&D project participation restriction decision, you need to prove specific forms, research purpose achievement, research results and achievements, and the behavior of researchers, considering various factors. Accordingly, it is important to comprehensively review with the help of a legal expert who has a deep understanding of the case and argue illegality to the court. Law firm Veat has provided legal advice to various companies as counsel/advisors, carefully reviewing legal disputes arising from relationships with government ministries that clients are having difficulty with and managing legal issues effectively. If you need help with administrative matters, please contact Law firm Veat. Thank you. Law firm Veat
An Il-un, partner attorney, interview regarding articles related to Nexon and Smilegate’s governance structure.
Law firm Veat, partner attorney An Il-woon, conducted an interview regarding the risk related to the changes in the governance structure of Nexon and Smilegate. Significant changes are appearing in the governance structures of Nexon and Smilegate. The two companies are leading game companies in Korea and have demonstrated excellent business achievements to date. Nexon recorded sales of 4 trillion won last year and continues to sustain growth. Smilegate, although its performance has faltered recently, is being evaluated as having successfully escaped its dependence on 'CrossFire' by holding a variety of new business pipelines. However, apart from business achievements, there is a latent internal risk. If you were to describe this in one sentence... Nexon and Smilegate, facing risks of governance structure changes_Outstanding CEO Choi Yong-sik (2024.07.05) Partner attorney An Il-woon explained the impact of the governance structure changes and internal risks of Nexon and Smilegate, from the perspective of a legal expert, in this article. Please refer to the Outstanding article for more detailed interview content. Outstanding is an IT venture industry specialized new media that explains difficult issues for readers, such as startups, platforms, content, blockchain, artificial intelligence, mobility, games, and investment, in an easy and fun way. Law firm Veat, partner attorney An Il-woon, is a former developer at a large corporation, and has provided various legal advice as a consultant and counsel attorney for various companies, based on his deep understanding of corporate operations and governance risk. He has also actively served as a legal mentor attorney for ICT startups of the Ministry of Science and ICT and a startup legal advisory panel attorney of the Ministry of SMEs and Startups, demonstrating expertise combining theory and practice. Thank you. Law firm Veat Dream
Law firm Veat, Announcement of Hiring Attorney/Certified Public Accountant Kim Myung-gyu
Law firm Veat recently hired Kim Myung-gyu, a lawyer / certified public accountant with expertise in ESG (Environment, Social, and Governance) and M&A. Kim Myung-gyu passed the 9th bar exam and the 44th certified public accountant exam, holding both lawyer and certified public accountant qualifications. We would like to introduce his expertise and experience through an interview with Lawyer Kim Myung-gyu. [ Interview with Lawyer Kim Myung-gyu ] What motivated you to join Law firm Veat? I decided to join, seeing the possibility of growing together while providing more specialized legal solutions in the ESG and M&A fields by collaborating with Law firm Veat. Please introduce yourself and your major career history! I graduated from the Department of Business Administration at Korea University and completed a law program at Sogang University. I passed the 9th bar exam and the 44th certified public accountant exam, and also hold certifications as a tax accountant and investment asset manager. I have diverse experience including serving as a department head for ESG operations at Truston Asset Management, a planning strategy officer at United Asset Management, an FAS department head at Anjin Accounting Firm, an associate at Samjung Accounting Firm, a project administrator for the Pakistani Maternal Health Project and the Uganda Emergency Relief Project with Doctors Without Borders, and a department head for overseas projects at Save the Children. Please introduce your major activities and achievements so far! At Truston Asset Management, I was responsible for formulating investment strategies and providing legal advice for activist funds, and at United Asset Management, I reviewed M&A investment structures and contracts for corporate financial stabilization PEFs. At Anjin Accounting Firm, I worked as a certified public accountant and achieved results in various projects including M&A financial due diligence and NPL/PF debt valuation. I also served as an activist with Doctors Without Borders and Save the Children, overseeing project management and administrative functions. How have you demonstrated your expertise in the ESG field? I strived to realize ESG principles by formulating an activist investment strategy at Truston Asset Management. In particular, I focused on strengthening ESG standards through the establishment of activist strategies and litigation strategies for listed companies. I have also monitored policy trends at the Financial Services Commission and the Financial Supervisory Service, providing legal advice related to ESG. What is your goal for Law firm Veat? I want to provide legal/financial support to clients in the ESG and M&A fields based on my experience and knowledge at Law firm Veat. I will help clients achieve sustainable development by realizing ESG principles. I will also provide more efficient legal solutions based on my experience in the M&A field. Do you have any final words? I am delighted to be a member of Law firm Veat. I will do my best to grow with the team and provide the best legal services to our clients. I look forward to your expectations and support. Law firm Veat expects to provide even more specialized legal services in the ESG (Environment, Social, and Governance) and M&A fields with the addition of Lawyer Kim Myung-gyu. We will do our best to create synergies in various ways, not only with specific case execution but also with him. Thank you. From Law firm Veat
Software development contract collaboration agreement review
Law firm Veat recently reviewed a detailed collaboration contract for software development with the Korean Football Association at the request of game company A (hereinafter referred to as "the client"). Software development highly values the creativity and technical know-how of developers. Therefore, the source code of developed software includes intellectual property in various forms, such as ideas, algorithms, and designs. Review of development contracts is essential to protect the legal rights of these creations, and if there is no clear agreement between the parties to the development contract, the developer may face a situation where they cannot take any action even if their creation is used or copied without permission. Law firm Veat reviewed a contract for the client to develop and operate new services based on the IP (Intellectual Property) provided by the Korean Football Association, focusing on 1) to whom the intellectual property rights of the service developed by the client belong, 2) how to handle the intellectual property rights of the service when the agreement terminates, and 3) how to distribute the service operating profits. This review process plays an important role in preventing potential disputes that may arise during collaboration and protecting the rights and interests of both parties. First, with respect to the assignment of intellectual property rights for the developed service, Law firm Veat considered it important to secure the client’s right to freely use intellectual property they already held, regardless of the joint venture project. In other words, the detailed clauses of the contract were specified to ensure that the client would not be prevented from using their existing technology or know-how as a result of the joint venture. Second, with respect to the handling of the intellectual property rights of the developed service after the termination of the agreement, Law firm Veat ensured that the contract clearly stipulated the method for handling intellectual property rights upon termination, so that the rights and obligations of both parties would be clearly distinguished. It is important to clearly state this in the contract, as disputes are likely to arise if the intellectual property rights related to the developed software are not clearly resolved after the contract terminates. Third, since this agreement involves the Korean Football Association providing IP and the company developing and operating the service, the distribution of service revenue must be fair and clear. Law firm Veat explored ways for both parties to maximize mutual benefit and clarified the ratio and method of revenue distribution in the contract to prevent future disputes over revenue distribution. Law firm Veat reviewed this software development contract from the above perspectives, providing practical legal advice to the client through attorneys with a deep understanding of the software development process and experience in related cases. Law firm Veat will continue to quickly and accurately grasp the client’s requirements and derive optimal solutions, fulfilling its role as a reliable legal partner for startups and IT companies. Law firm Veat provides various IT and intellectual property legal consultations, and is recognized for its expertise and achievements in the industry, having recorded 2nd place in the Bloomberg League Table for capital markets legal advisory performance. The Law firm Veat IT Legal Advisory Team draws upon its experience advising numerous clients on the drafting and review of various IT-related contracts, software outsourcing contracts, development contracts, and copyright issues to guide clients towards the desired direction regarding copyright issues and to draft and review contracts from the client's perspective so that they can freely use software. If you have inquiries regarding software development contracts, business alliances, or intellectual property issues, please contact Law firm Veat at any time. Thank you. Law firm Veat
Review and drafting of merger agreements and shareholder agreements for limited liability companies.
Law firm Veat received a request from Company A (hereinafter referred to as "Client Company") and drafted a merger agreement and shareholder agreements. Law firm Veat's corporate advisory team, considering that the Client Company is a limited liability company, fully reflected the characteristics of a limited liability company in drafting the merger agreement. They reviewed in advance various legal issues that could arise between the shareholders of the surviving company and the extinguished company after the merger, and included clear provisions in the agreement to ensure a stable merger process. Also, when drafting the shareholder agreements to be concluded between the shareholders of the surviving company and the extinguished company, agreed-upon matters between the parties regarding restrictions on disposal of shares, appointment of directors, termination, and shareholder rights and obligations were carefully reflected. This ensures that the rights and obligations of each shareholder are clearly defined after the merger, thereby increasing the stability of the merger process. The Need for Mergers and Acquisitions Legal Advisors Mergers and Acquisitions (M&A) refers to the act of one company acquiring the management rights of another company or two companies merging into one, a process of acquiring another company or merging two or more companies into a single company for various economic purposes such as increasing the efficiency of corporate management or strengthening market dominance. When conducting a merger, there are many factors to consider, including the merger structure, additional negotiation items, as well as current assets and liabilities, and the status of litigation. If any additional items are agreed upon later, it is necessary to accurately reflect those contents in the contract. Considering all these points, it is necessary to proactively check for potential legal risks and elements that may lead to disputes and to proceed through a legal contract that accurately reflects the agreed-upon terms. Therefore, we recommend that you receive accurate legal advice from a legal professional with extensive experience in mergers and acquisitions (M&A). Law firm Veat has extensive experience in providing comprehensive legal advice including legal review of M&A structure, simplified due diligence, stock purchase agreement, stock exchange contract, and shareholder agreement, which are necessary in mergers and acquisitions for tech startups. Law firm Veat provides the optimal legal advice to achieve the successful mergers and acquisitions of Client Companies, such as those tech startups that have strengthened their technology competitiveness through successful mergers and acquisitions, and will grow together with our Clients. If you need legal advice related to merger agreements, shareholder agreements, or shareholder agreements for mergers and acquisitions (M&A), please contact Law firm Veat. Thank you. Law firm Veat