Case Studies
Investment Legal Advisory Team's Analysis of Core Expert on Stock Acquisition and Shareholder Agreements
Law firm Veat provides services for the client, a company that receives a mandate from Veat’s Law Firm to draft and provide stock transfer agreements and shareholder agreements. The client, a domestic company, intends to acquire a majority stake by taking over the shares of a foreign company, and in this process, a stock transfer agreement is needed with the seller. Veat Law Firm’s Investment Advisory Team clearly defines rights and obligations between the parties in the agreement and potential issues that may arise in the future. Furthermore, the Investment Advisory Team drafted a shareholder agreement to ensure the client’s rights as the majority shareholder, considering the investor’s position and, to safeguard the client’s interests, specified various items including pre-emptive rights, restrictions on subsidiary operations, employment obligations, and penalties, ensuring the firm’s stable operation. Strategic partnership formation between companies, key means such as stock transfer agreements and shareholder agreements Stock acquisition is one of the key means of forming strategic partnerships between companies in business environments. In particular, when a domestic company acquires shares of a foreign company, the complexity increases. At this time, the stock transfer agreement, which is drafted, is a legal document specifying all matters related to the transfer and acquisition of stocks. The drafting of these stock transfer agreements and shareholder agreements requires professional legal knowledge and experience. Law firm Veat provides the best legal services based on its extensive experience in complex business environments. Know-how of complex investment legal advisory, Veat’s Investment Advisory Team Veat Law Firm’s Investment Advisory Team handled cases involving a complex relationship with multiple investors. In the case of startup A, there were many investors, and the conditions of each shareholder agreement differed. Provisions such as voting rights on board appointments, rights to appoint directors, stock option grants, and penalty measures in case of breach of contract were all set differently. This created the risk of conflicts of interest. Veat Law Firm’s Investment Advisory Team, despite being a complex case considering complicated investment conditions and the circumstances of a startup, possesses the know-how necessary to solve legal issues, drafted amendments minimizing differences between investment terms with a specialized investment attorney and adjusting them to suit the realities of domestic investment, and with meticulous attention, excluding unfavorable conditions for the client, Startup A’s position was prioritized. Law firm Veat recorded 2nd place based on total transaction volume according to the league table ranking of M&A legal advisory services in the first quarter of 2023 by Bloomberg, and was a ‘Finalist’ in the ‘Korea Deal Firm’ category for 2 consecutive years in ‘ALB Korea Award 2022’, proving itself as a leader in investment and M&A legal advisory. If you need professional legal advice on stock transfer agreements or shareholder agreements, please contact Law firm Veat at any time. Thank you. Veat Law Firm
'Leading Lawyer 2023', Choi Seong-ho Representative Attorney Selected
Law firm Veat’s CEO Attorney Seongho Choi was selected for ‘Leading Lawyers 2023’. Legal Times’ legal magazine, Legal Times, selects and announces promising corporate legal attorneys. ‘Leading Lawyers 2023’ was divided into 13 fields, including Corporate and M&A, Fair Trade, Labor & Employment, Tax, International Arbitration, Securities Finance, Construction Real Estate, Insurance, Marine, Litigation, Corporate Criminal Law, IP, TMT, and has been evaluated based on the recommendations of law firms, business cases, and attorney profiles, as well as data acquired by Legal Times itself. Law firm Veat’s CEO Attorney Seongho Choi was selected as a startup specialist attorney who demonstrates high capabilities in startup investment and M&A advisory based on IT expertise in Legal Times’ ‘Leading Lawyers 2023’ Corporate and M&A field. Specifically, he conducted due diligence in connection with a large investment by Stick Venture, and provided advisory services for Series A fundraising, including drafting and reviewing investment agreements, representing Content Technology, a content IP specialist company, in the acquisition of Byteal, a sleep data technology company. He also successfully managed Attorney Seongho Choi’s business case in connection with the acquisition transaction of the sleep brand, Samubini, of Byteal. Law firm Veat provides legal advisory services to startups, starting with the deep understanding of the startup ecosystem and abundant experience, including equity structure design, shareholder agreements, and stock option designs, and is growing together with various clients, including venture capital firms, cryptocurrency exchanges, O2O platforms, game companies, and entertainment companies. For more details, please refer to the Legal Times (Leading Lawyers 2023=Corporate and M&A) article. Thank you. Best regards, Law firm Veat.
Review of the full text of the Personal Information Protection Policy regarding the utilization of sensitive information.
Law firm Veat provides review of patient health check-up management services related to a referral from healthcare service company A. It also reviews terms and conditions and personal information processing policies in partnership with other healthcare companies. Law firm Veat’s Personal Information Protection Team focused on whether all collected personal information is properly recorded and whether appropriate regulations are in place for collecting personal information regarding sensitive information. In particular, the Personal Information Protection Team of Law firm Veat provided detailed guidance on special precautions regarding sensitive information and reviewed the terms and conditions and personal information processing policies to ensure compliance with laws such as the Personal Information Protection Act. Terms and conditions and personal information processing policies needed when utilizing sensitive information in the healthcare sector. The healthcare industry is rapidly developing, leading to the release of various mobile web services and apps. However, these services collect and process sensitive personal information such as a user’s health information, and the terms and conditions and personal information processing policies serve as important legal documents that set the criteria during the collection and processing of personal information. To ensure the safe management of sensitive information related to a company’s services, we strongly recommend obtaining professional reviews of the terms and conditions and personal information processing policies. Special management and professional legal review for sensitive information. Sensitive information requires special attention. Incorrect management or leakage can cause significant harm to users, so the terms and conditions and personal information processing policies should be written as clearly and specifically as possible. The drafting and review of these documents require expertise, and in the case of services dealing with sensitive information such as healthcare, a lawyer with extensive experience and knowledge of personal information is particularly needed. Sensitive information · Personal information protection expert, Law firm Veat personal information protection team. The Personal Information Protection Team of Law firm Veat, led by Partner Attorney Jo Eun Byeol, is a member of the Personal Information Protection Committee Information Disclosure Deliberation Committee and Partner Attorney Seung Cheol Baek holds a certification as an ISMS-P certification examiner. The Personal Information Protection Team of Law firm Veat provides assistance to protect the rights of both companies and users based on its expertise. If you have any questions regarding the review of terms and conditions and personal information processing policies, please contact Law firm Veat. Thank you. Law firm Veat.
IT legal attorney, review of contracts focusing on mobility service IT.
Law firm Veat undertook a collaboration agreement review for Veat’s client, a mobility service company (hereinafter referred to as “Client”), in order to integrate the Client’s self-developed mobility application with a platform operated by major domestic automobile manufacturers. The Client, during the process of integrating its mobility application with a platform operated by major domestic automobile manufacturers, requested legal advice from Law firm Veat. From the perspective of a relatively small client, the most important consideration is whether the Client’s technology or source code is disclosed to the other party, or whether the other party is granted usage rights, and these clauses are not included in the agreement. It is necessary to consider the Client’s IT technology and the specifics of its algorithms. This requires a legal review from an IT perspective, and Law firm Veat’s IT Legal Advisory Team conducted a comprehensive review focusing on these aspects. Reasons for the need for IT-specific legal review for mobility services and other IT issues. Mobility services, such as digital platform-based services, are one of the key areas receiving increasing attention in various industries. Moreover, the utilization, sharing of data, and interconnection of these digital platform-based services are rapidly expanding. In this collaborative process, the Client may fall into a situation where it cannot protect its own technology, and important company technologies, business models, and data security issues require a review by IT specialists, and then a collaboration agreement review is necessary for safe and efficient collaboration. In this process, it is necessary for the lawyer to understand how the Client’s service is composed, how data flows, and what technical peculiarities there are, from the perspective of a developer, and to communicate these findings to the Client in a way that is easy to understand, including legal issues and solutions. Law firm Veat’s IT lawyers provide legal services that include IT-perspective solutions, such as ways to comply with the law technically, based on their extensive experience in the mobility field and other IT matters, and Partner Attorney Mr. Seung-cheol Baek, who has been recognized by the Korean Bar Association as an IT specialist lawyer, provides professional advice. The expertise and practical experience of the IT Legal Advisory Team through the analysis and consultation of various IT legal issues provide fast and accurate advice on IT legal issues by harmonizing IT technology and law. IT/Technology-specialized IT Legal Advisory Team? In the case of IT issues, it is necessary to develop a response strategy considering IT characteristics. In cases where conflicts arise during the technology development process and lead to disputes, the experience of an IT/technology lawyer is reflected in how to determine the problem and what IT legal strategy to adopt. The IT Legal Advisory Team of Law firm Veat, led by Partner Attorney Mr. Seung-cheol Baek, who has been recognized by the Korean Bar Association as an IT specialist lawyer, provides professional advice and guidance, and the expertise and practical experience of the IT Legal Advisory Team through the analysis and consultation of various IT legal issues provide fast and accurate advice on IT legal issues by harmonizing IT technology and law. If you need a professional legal review or a contract drafting related to IT issues, please contact Law firm Veat. Thank you. Law firm Veat Dream
Expert in contract amendments, reviewing usage terms reflecting corporate characteristics.
Law firm Veat provided in-depth legal advice regarding changes to the terms of service, as requested by data solution company A. Law firm Veat’s personal information protection team, in accordance with the “Consumer Protection Act on Sales Transactions Etc.” (e-Commerce Act), as content that must be stated on the website is defined, therefore, thoroughly analyzed these legal requirements and guided the parties on matters that must be clearly explained. In particular, when changing the terms of service, since invalid clauses that unfairly disadvantage users are void, the legal team guided the parties on matters that do not infringe on user rights and establish fair and clear terms of service. A received a cease-and-desist order from the Fair Trade Commission regarding the company’s liability provisions. Law firm Veat’s personal information protection team provided, through careful consideration of the Fair Trade Commission’s cease-and-desist order, fair and legally valid liability provisions for both the company and the users. Furthermore, A plans to provide services for a fee, and the personal information protection team included provisions regarding the revocation of consent and its effects, and added provisions specifying the company’s disciplinary measures in the event that a user violates the rules and providing an opportunity for appeal or correction. Through this, it ensured to minimize disputes between the company and users and protect user rights in line with the Fair Trade Commission’s guidelines. Law firm Veat’s personal information protection team, led by partner attorney Baek Seung-cheol, who is an “IT specialist” attorney selected by the Korean Bar Association, holds ISMS-P certification examiner qualifications and is actively supporting corporate activities with professional knowledge and experience. Jeon Eun-byol attorney is actively involved as a member of the Personal Information Protection Committee Information Disclosure Review Committee. Based on the team’s professional knowledge and experience, it ensures that corporate activities are conducted safely and efficiently. Thank you. Law firm Veat.
Performance-linked startup stock options, review of Veat’s design and strategy.
Law firm Veat provides legal review to IT education startups regarding the possibility of issuing and canceling stock options in a performance-linked manner for startups with stock options. A Corporation wanted to grant stock options to its employees, and requested Law firm Veat to conduct legal review regarding the issuance of performance-linked stock options and the possibility of canceling them if performance fell short, as well as the legal basis, conditions, and target of stock options depending on the characteristics of the startup according to its articles of incorporation. The Startup Specialized Startup Advisory Team reviewed the current stock options that A Corporation could grant, considering the characteristics of the startup, such as whether it’s a venture company, and provided guidance. Notably, the Law firm Veat Startup Advisory Team thoroughly reviewed and guided A Corporation on the feasibility of granting performance-linked stock options, the possibility of cancellation if performance fell short, the method, and the items that should be included in the Stock Option Agreement. What is a Performance-Linked Stock Option? A performance-linked stock option is designed with conditions on the effectiveness, so that stock option exercise is possible only if a specific performance is achieved. This can be based on various criteria such as target price, key performance indicators (KPIs) for each employee. These options can flexibly adjust exercise prices, the amount of effectiveness occurrence, and periods according to the performance of the stock option grant target and provide continuous motivation to employees. Compared to fixed stock options, they accurately reflect performance and provide benefits. For performance-linked startup stock options, it is important to accurately guide the target to determine a performance that suits the stock option grant target, and performance measurement metrics include market stock prices and key performance indicators (KPIs) set by the company itself. Furthermore, to optimally customize the detailed characteristics and effects of Startup Stock Options, it is important to set different calculation methods for performance measurement values according to the position and business of the grant target. Adjustments are needed in the amount of effectiveness occurrence and period, which are linked to the accuracy of these performance measurement values, and in the design and implementation of performance-linked stock options considering the continuous growth and change of the company. Law firm Veat’s Startup Advisory Team provides professional expertise and experience based on legal review. Law firm Veat provides reliable and professional services regarding various legal issues that may occur during the setting and implementation of startup stock options. This supports startups to operate their businesses efficiently while complying with the law. Law firm Veat’s Startup Stock Option Specialized Startup Advisory Team Law firm Veat’s Startup Advisory Team has excellent expertise and abundant experience in the startup stock option field. Considering the trend of many startups seeking to strengthen employee compensation and motivation through stock options, Law firm Veat's Startup Advisory Team is a trustworthy partner providing legal advice and counsel to resolve various legal risks of startups. If you are considering startup stock options, please contact Law firm Veat, where numerous startups are supported by startup stock options. Thank you. Law firm Veat.
Anil Moon Partner Attorney, Appointed to the Special Committee on IT Blockchain of the Korea Bar Association.
Veat’s An Il-won Partner Attorney has been appointed to the IT Blockchain Special Committee of the Korean Bar Association. Established on June 22nd, the IT Blockchain Special Committee will actively engage in organizing seminars related to IT, blockchain, and other activities aimed at improving regulations. Specifically, it plans to deeply examine trending issues such as whether global tech giants are infringing on personal information and copyrights, whether AI algorithms are impacting human life and body, and whether the resulting outcomes violate current laws. An Il-won Attorney will be appointed as a member of the IT Blockchain Special Committee of the Korean Bar Association, and is expected to contribute broadly as a legal expert in the IT and blockchain fields. This appointment is a result of recognizing An Il-won Attorney’s deep expertise and extensive experience in the IT and blockchain fields. An Il-won Attorney has actively provided consultations on various IT and blockchain-related matters over the years and has led legal issues and trends in this field. Moving forward, Law Firm Veat will continue to work diligently with An Il-won Attorney to research legal issues in the IT and blockchain fields and provide professional legal counsel to clients. Thank you.Law Firm Veat
Whether it is a virtual asset business operator, specialized legal review by Law firm Veat.
Law firm Veat conducts a legal review of whether a virtual asset operator company falls under the jurisdiction of “Act on Reporting and Use of Specified Financial Transaction Information” (Specific Financial Transaction Information Act) when a domestic entity establishes a subsidiary overseas and the subsidiary engages in virtual asset operations. In cases where a domestic entity establishes a subsidiary overseas and the subsidiary conducts virtual asset operations, the domestic entity meticulously examines the business structure and activities to determine if it is classified as a virtual asset operator under “Act on Reporting and Use of Specified Financial Transaction Information” (Specific Financial Transaction Information Act). Leadership of Law firm Veat’s Virtual Asset Advisory Team In the rapidly changing regulatory environment of virtual assets and blockchain, Law firm Veat responds to diverse legal requests from domestic and foreign companies with its deep expertise and extensive experience in blockchain and virtual assets. Law firm Veat’s Virtual Asset Advisory Team professionally reviews whether a virtual asset operator is required under “Act on Reporting and Use of Specified Financial Transaction Information” (Specific Financial Transaction Information Act) for businesses dealing with cryptocurrencies, analyzes the client’s business structure, and confirms the criteria for identifying a virtual asset operator and the necessity of registration, providing legal opinions in the process. Strengthening Expertise in the Virtual Asset Field Through Collaboration In this environment, Law firm Veat, with its expertise and extensive experience in blockchain and virtual assets, prepares for strengthening expertise in the virtual asset field and the healthy development of the virtual asset market, and has signed a memorandum of understanding with Law firm Hobbes & Kim to provide legal and tax responses for virtual assets and finance. This agreement aims to enable Law firm Veat, specializing in virtual assets, and Hobbes & Kim, possessing tax expertise, to efficiently address virtual asset tax and legal issues by utilizing each other’s strengths. Scheduled Implementation of ‘Virtual Asset User Protection Act’ Particularly, the ‘Virtual Asset User Protection Act’ (Virtual Asset User Protection Act) will come into effect from July 19, 2024, leading to a significant strengthening of the regulations that virtual asset operators must comply with. Given the introduction of multiple new institutional measures, including regulations for protecting user assets, regulating unfair trading practices, and the financial supervisory and examination powers of the Financial Supervisory Service, a legal review is crucial to determine whether a virtual asset operator is classified. If you require legal advice regarding whether a virtual asset operator is classified and regarding virtual assets, blockchain business, please contact Law firm Veat. Thank you. Law firm Veat
Venture capital inquiry, professional answers from Law firm Veat.
법무법인 비트는 벤처캐피탈(Venture Capital)의 의뢰를 받아, 투자조합의 조합원이 피투자기업의 사외이사가 될 수 있는지 여부에 대해 면밀히 법률 검토 진행하였습니다. 법무법인 비트 투자자문팀은 벤처투자조합의 조합원이 국내외 피투자기업의 사외이사로서의 자격 여부와, 벤처투자조합의 주요 출자자 및 계열회사의 주식 발행 또는 소유에 관한 규정 준수 여부를 명확하게 검토하여 안내하여 드렸습니다. 특히, 법무법인 비트 투자자문팀은 조합원과 피투자기업 간의 관계, 특히, 임원의 겸임 및 지배적 영향력을 감안하여, 계열회사로서의 관계 인정 여부를 심도 있게 검토하였습니다. 법무법인 비트 투자자문팀은 「벤처투자 촉진에 관한 법률」뿐만 아니라 다양한 법률 영역에서의 전문적인 지식과 경험을 바탕으로 해외 기업에 대하여 대한민국 「상법」의 적용 범위와 방식에 관한 전문적인 검토를 수행하였습니다. 앞으로 시행될 「벤처투자 촉진에 관한 법률」은? 2023년 6월 13일 국무회의를 통해 의결된 '벤처투자 촉진에 관한 법률”(벤처투자법)' 개정안은 2023년 6월 20일에 공포되어 2023년 12월 21일부터 시행될 예정입니다. 이 개정안에 따르면, '중소기업창업투자회사'의 명칭이 '벤처투자회사'로 변경되며, 스타트업의 투자유치를 위한 '조건부지분전환계약', 저금리 융자와 신주인수권을 결합한 '투자조건부 융자', 그리고 벤처투자조합의 대규모 투자재원 확보를 위한 '특수목적회사' 설립 등의 벤처금융기법의 근거가 마련됩니다. 또한, M&A 펀드의 신주 투자의무 폐지와 벤처투자회사 겸영 창업기업자의 이중의무 해소 등 투자 규제도 완화될 예정입니다. 법무법인 비트의 투자 특화, 투자자문팀? 법무법인 비트 투자자문팀은 투자사, 벤처캐피탈(VC)의 투자 활동을 안전하고 효율적으로 진행할 수 있도록 지원합니다. 특히, SAFE(Simple Agreement for Future Equity, 지분조건부 인수계약) 투자에 대한 전문적인 자문 및 해설서 제공드리고 있습니다. 법무법인 비트 투자자문팀은 고객사가 SAFE의 형태로 스타트업에 투자할 때 필요한 계약서를 제공합니다. 그리고 이를 통해 고객사의 상황과 필요에 맞게 계약서를 수정할 수 있도록 조항별 해설을 상세히 추가하여 해설서 형태로 제공하여 드리고 있습니다. SAFE(Simple Agreement for Future Equity, 지분조건부 인수계약)는 아직 확정되지 않은 회사의 가치를 추후 발생할 특정 이벤트에 따라 확정하고 해당 시점에 신주를 발행하기로 하는 투자약정입니다. 법무법인 투자자문팀은 각 투자건별로 투자자의 목적과 신주의 가격에 관한 의견을 반영하여 유연하게 수정 가능한 SAFE 계약서 표준안을 맞춤 제작하여 제공합니다. 벤처투자 활동은 다양한 법률적 이슈가 수반되는 복잡한 영역입니다. 이러한 중요한 결정에 있어서, 법무법인 비트의 투자자문팀은 전문적인 법률 자문을 제공하여 안정된 투자 환경을 조성해 드립니다. 법무법인 비트는 ‘2022년 연간 블룸버그 M&A 리그테이블에서 TOP5, ‘ALB Korea Award 2022’에서 2년 연속 ‘Korea Deal Firm’ 부문 ‘Finalist’으로서 투자와 M&A의 법률 자문의 선두주자임을 입증하고 있습니다. 「벤처투자 촉진에 관한 법률」에 대한 전문적인 자문이 필요하시거나 투자 법률자문이 필요하시다면 아래의 내용을 살펴보셔서 언제든지 법무법인 비트로 문의하여 주시기 바랍니다. 감사합니다. 법무법인 비트 드림
Law firm Veat signs MOU with startup navigation accelerator Kim Gi-sa Lab.
Law firm Veat works to foster start-ups and supports domestic and foreign early-stage startups by providing investment and growth and discovering new opportunities. Law firm Veat and Kimgisa랩 have signed a memorandum of understanding (MOU) to achieve this. Law firm Veat and Kimgisa랩 plan to utilize the strengths of both organizations to provide mutual benefits through cooperation. Through this MOU, Law firm Veat plans to focus its efforts on ensuring that early-stage startups can continue to increase their value and pursue success after investment. Specifically, Law firm Veat plans to provide quick and efficient consultations so that early-stage startups can identify and address potential risk factors they may encounter during their growth process through collaboration with Kimgisa랩. During the MOU, Kimgisa랩’s CEO, Simmingjin, said, “Through this collaboration with Law firm Veat, we will be able to receive legal support necessary for startups to grow stably after investment. We especially anticipate that collaboration with Law firm Veat, which has expertise in startup legal consultation, will help prevent legal issues after investment and will be of great help in terms of cost savings in the long term.” In response, Law firm Veat’s representative, Choi Seongho, said, “We are pleased to be able to provide more detailed and professional services to early-stage startups through the collaboration with Kimgisa랩. We will support early-stage startups so that they can grow without legal problems.” Kimgisa랩 is an accelerator that focuses on mentoring and investment for startups, with partners who possess experience in founding and successful Exit. It conducts professional placement programs for startups within 3 years of establishing a legal entity, managing investments and mentoring for over 50 startups. Law firm Veat possesses exceptional expertise in the M&A sector based on its achievement of 2nd place in the Bloomberg League Tables Q1 2023 (based on total transaction volume), and it demonstrates its expertise as a leading figure in various M&A transactions, including large-scale deals, mid-sized M&A deals, investment in startups and venture companies, and joint ventures. Thank you. Law firm Veat Dream