Case Studies

[Financial Regulation Sandbox] Providing Legal Advisory for Application of Innovative Financial Services

2022-07-22 | Latest Work

Law firm Veat provided legal counsel related to the Financial Regulatory Sandbox and Innovative Financial Services application, in response to a referral from A, an education startup company. A, an operating education startup, faced difficulties in providing seamless services due to restrictions under the current laws regarding the services it sought to apply for. Therefore, A sought to apply for a Financial Regulatory Sandbox and Innovative Financial Services. Accordingly, A consulted with Law firm Veat, a law firm with extensive experience in regulatory sandbox-related business operations. Law firm Veat first thoroughly reviewed the restrictions imposed on A’s intended service under the current Financial Investment Law and communicated with relevant agencies to provide legal counsel related to A’s Innovative Financial Services application. Specifically, it quickly grasped the recently revised application procedures and guided A on the relevant procedures for the application form. Some of the regulatory sandbox projects undertaken by Law firm Veat are listed below. Notably, Veat’s representative attorney, Songdo-yeong Bae, was recognized for his contributions to the establishment and expansion of the regulatory sandbox system through the review and consultation of over 200 regulatory sandbox proposals and the awarding of the National Commendation Award in 2020 for his efforts. Information and Communications Technology Promotion Agency, 2018 ICT·Convergence Regulatory Reform Consulting Information and Communications Technology Promotion Agency, 2019 ICT Regulatory Sandbox Counseling and Receipt Consulting Information and Communications Technology Promotion Agency, 2019 ICT Convergence Regulatory Reform Consulting (Post-Management) Korea Institute of Industrial Technology Promotion, 2020 Industrial Convergence Regulatory Sandbox Legal Consulting Korea Institute of Industrial Technology Promotion, 2020 Regulatory Sandbox Special Case Company Post-Management Operation Support Project National Research Institute of Science and Communication, 2019 Smart City Proof-of-Concept Service Legal Consulting Support National Research Institute of Science and Communication, 2020 Smart City National Demonstration City Proof-of-Concept Service Legal Consulting Support Project Information and Communications Technology Promotion Agency, 2021 Research Project on Improving the Legal System for Virtual Integrated Technology Information and Communications Technology Promotion Agency, 2021 ICT Regulatory Sandbox Regulatory Improvement Consulting National Research Institute of Science and Communication, 2021 Smart City Regulatory Sandbox Legal Consulting etc. If you need legal counsel regarding the application form for the Financial Regulatory Sandbox, in addition to the application form itself, please contact Law firm Veat. Thank you. Law firm Veat.

[Consulting] Legal advice regarding free stock grants (stock grants) by securities companies.

2022-07-21 | Latest Work

법무법인 비트는 온라인 마케팅 서비스를 제공하는 A사의 의뢰를 받아 자기주식 무상지급(스톡그랜트) 및 임원에 대한 주식 보상 부여와 관련된 법률 자문을 제공하였습니다. A사는 일본에 설립된 자회사가 보유하고 있는 모회사 주식을, 모회사가 취득하여 직원에게 보상으로 부여하는 절차 등 임원에게 주식 보상 부여할 수 있는 방법과 관련하여 문의하셨습니다. 이에 법무법인 비트는 자회사 주식을 임원이 직접 취득하는 방법과 모회사가 취득한 후 직원에게 부여하는 방법 등을 비교하여 장단점을 상세히 안내드렸으며, A사의 입장에서 주식양도 계약서 작성 및 필요한 내부 결의 절차 등을 안내해 드렸습니다. 스톡그랜트(Stock grant)는 회사가 보유하고 있는 주식을 직원에게 무상으로 부여하는 주식 보상 방식입니다. 일정 보유기간이 지난 뒤 지정된 가격에 매각하는 스톡옵션과 달리, 스톡그랜트(Stock grant)는 즉시 주식이 부여된다는 특징이 있습니다. 스톡그랜트(Stock grant)는 회사의 자기주식 처분에 해당하므로, 상법상 자기주식 취득 및 처분에 관한 조항 및 관련 판례 등을 종합적으로 검토하여 진행하시는 것이 좋습니다. 회사의 자기주식 취득은 상법에서 정하는 엄격한 요건 및 법적 절차를 준수할 경우에 한하여 매우 제한적으로 허용되고, 이를 위반하여 취득한 경우 무효이기 때문입니다. (상법 제341조의 2, 상법 제341조 제4항) 법무법인 비트는 스톡옵션, 주식부여매수선택권, 스톡그랜트(Stock grant) 및 상법상 자기주식 취득 등과 관련하여 다양한 자문 사례를 보유하고 있습니다. 스톡옵션, 주식부여매수선택권, 스톡그랜트(Stock grant) 및 상법상 자기주식 취득과 관련하여 법률 자문이 필요하신 분들은 언제든지 법무법인 비트로 문의해 주시기 바랍니다. 감사합니다. 법무법인 비트 드림 

Law firm Veat - Due diligence on a joint business agreement related to NFT issuance and sales.

2022-07-20 | Latest Work

Law firm Veat reviewed the NFT joint business agreement containing the content of issuing and selling NFTs for A, a blockchain company’s, request. A, a blockchain company, in order to conclude the NFT joint business agreement for a virtual idol group in which B, a company specializing in artificial intelligence technology, holds all rights, requested Law firm Veat to review the related NFT joint business agreement. In response, Law firm Veat thoroughly reviewed the joint business agreement related to the issuance and sale of the NFTs, from the client’s perspective, and clarified the costs needed for revenue settlement, which was vaguely defined, and the scope of revenue. Furthermore, B, a company specializing in artificial intelligence technology, stated and guaranteed that it possessed all rights pertaining to the virtual idol group in this joint business agreement, and drafted it to stipulate that, upon the expiration of this joint business agreement, all rights regarding NFTs that had not been sold would be held by A. Because joint business agreements can arise as disputes due to various issues as businesses begin and proceed, it is necessary to thoroughly discuss the division of roles and revenue settlements, and clearly define them in documents such as joint business agreements. Also, due to the uncertain nature of virtual asset businesses, such as NFTs, blockchains, and bitcoins, it is recommended to proceed with contracts through experts who have broad understanding and abundant business experience regarding virtual assets. If you need a legal review of the NFT joint business agreement, please feel free to contact Law firm Veat at any time. Thank you. Law firm Veat  

[Consultation] Review of the Necessity of Filing Overseas Direct Investment Reports and Execution of Filing]

2022-07-19 | Latest Work

Law firm Veat conducted from reviewing the necessity of overseas direct investment reports to performing actual reporting work, based on the request from Venture Capital A’s overseas direct investment report necessity review from Venture Capital A’s request. Venture Capital A asked Law firm Veat when a necessary overseas direct investment report was needed during the process of their portfolio company “flipping” (Flip) to the United States. Law firm Veat reviewed the necessity of overseas direct investment reports as Venture Capital A’s American subsidiary acquired stock during this “flip” (Flip) process, and conducted overseas direct investment reports based on the review result. Particularly, Law firm Veat provided a professional review opinion by comprehensively confirming opinions from major banks, the Korea Bank, and the Ministry of Strategy and Finance during the process of reviewing the necessity of overseas direct investment reports. Many venture capital firms and companies feel difficulties in identifying whether they need to file a foreign exchange transaction report while conducting foreign exchange transactions and ask Law firm Veat, and often inquire about penalties and violation reports when they fail to file a foreign exchange transaction report. It is essential to consult with reporting agencies before handling foreign exchange transactions and, if you proceed with foreign exchange transactions through experienced professionals, you can proceed safely and efficiently. Law firm Veat possesses abundant experience in performing various foreign exchange transaction reports, such as overseas direct investment reports and foreign investment reports, and helps ensure that foreign exchange transaction reports are processed quickly based on this experience. If you need assistance with overseas direct investment reports, foreign investment reports, and overseas direct investment reports, please contact Law firm Veat’s overseas investment report center through Law firm Veat Overseas Investment Report Center to receive prompt guidance. Thank you. Law firm Veat

[Consultation] Drafting SAFE Investment Agreement (Conditional Equity Acquisition Agreement)

2022-07-18 | Latest Work

Law firm Veat was commissioned by venture capital company A and drafted a conditional equity purchase agreement (SAFE investment agreement) in Korean. SAFE (Simple Agreement for Future Equity) is a contract primarily used when investing in early-stage startups where objective valuation is difficult or impossible due to the absence of business operations, and it establishes only minimal conditions for rapid investment. Once the minimum conditions are set, investment is made quickly, and subsequent investments are made when the company's valuation is assessed, which then determines the equity and discount to be provided to the SAFE investor based on that valuation. According to the “Act on Promotion of Venture Investment” (Venture Investment Act), a SAFE investment agreement (conditional equity purchase agreement) must not have a repayment maturity date for the investment amount, nor generate interest, and is a contract executed when the invested company experiences changes in capital. In such cases, the SAFE investment agreement (conditional equity purchase agreement) must be executed, and the fact that this agreement has been executed must be notified in writing to the counterparties of the agreement. (Venture Investment Act Enforcement Rules). In addition to these, we have provided the SAFE investment agreement with provisions for the invested company's stock issuance conditions (timing, conversion price, discount rate, etc.). These regulations aim to help avoid disputes by obtaining the consent of all interested parties and notifying them, as SAFE investment agreements can result in fluctuations in stock and capital. Law firm Veat leverages its extensive experience gained from handling various investment cases, including SAFE investment agreements, to ensure that early-stage companies receive the necessary investments safely and quickly. We are committed to assisting you in this process. Specifically, Law firm Veat strives for efficient and prompt legal advice through direct consultations with the assigned attorneys, and we encourage you to contact us at any time with questions related to investment contracts such as SAFE investment agreements (conditional equity purchase agreements), initial investment fundraising for early-stage companies, and any other legal advice you may need. Thank you. Law firm Veat

[Consulting] Providing investment raising advisory services for the $200 million investment raising for 'Ochestra', a cloud software specialist startup.

2022-07-15 | Latest Work

Law firm Veat assisted Orchestro, a cloud software specialist startup, in successfully finalizing this investment raise of 200 million won, which was facilitated through a term-sheet legal review, subscription agreements, shareholder agreements, and other legal advice related to this transaction and consultation with the investor. Law firm Veat provided comprehensive legal counsel to Orchestro, including the term-sheet legal review, subscription agreements, shareholder agreements, and other legal advice related to this transaction and consultation with the investor. Law firm Veat sincerely congratulates Orchestro on its first investment raise and promises to be the law firm Veat that will accompany Orchestro’s leaps and growth. Law firm Veat provided comprehensive legal counsel to Orchestro, including the term-sheet legal review, subscription agreements, shareholder agreements, and other legal advice related to this transaction and consultation with the investor. - Orchestro Investment Raise Related Article 감사합니다. Law firm Veat 드림

[Consultation] Review of Startup Common Stock Investment Agreement

2022-07-14 | Latest Work

Law firm Veat reviewed the common stock investment agreement on behalf of eco-startup A Corp. Eco-startup A Corp. requested a legal review of the common stock investment agreement, which was delivered to them from B Investment Corp. during the process of attracting additional investment. Law firm Veat discovered relatively strict provisions in the common stock investment agreement and proposed an amendment in A Corp.’s favor, including the removal of declaration and guarantee clauses, removal of director nomination rights, removal of the right to call for shareholder meetings and board of directors meetings, and removal of the joint and several liability clause. Given that common stock investment agreements are typically related to initial investments for startups and involve relatively small investment amounts, legal review may be overlooked. However, even if the investment agreements are from the same round, the specific clauses can vary among investment firms, and these clauses can have a significant impact on subsequent investment agreements as the company grows. Therefore, it is advisable to seek assistance from legal experts when conducting investment agreements from the initial stage. Law firm Veat has assisted numerous early-stage companies in achieving swift and successful investment attraction, having achieved 4th place in the 2021 annual Bloomberg League Table, based on transaction volume. If you need legal advice regarding common stock investment agreements, startup investment agreements, or startup investment attraction, please contact Law firm Veat at any time. Thank you. Law firm Veat

[Consultation] Review of NFT Project Service Terms of Use

2022-07-13 | Latest Work

Law firm Veat conducted a review of the NFT project service terms of use for A Company, a blockchain business. Law firm Veat reviewed the portion in A Company’s service terms of use where NFT original works and NFT rights needed to be clearly distinguished. Furthermore, Law firm Veat established the scope of rights granted to NFT rights holders, including whether commercial and personal use of NFTs were permitted, and NFT rights holders are not guaranteed any investment or profit, preventing potential disputes. Law firm Veat provides excellent legal advisory services based on a deep understanding of blockchain, including Bitcoin, cryptocurrencies, and NFTs, enabling clients to overcome the uncertainties of the blockchain business environment. If you need legal advice on Bitcoin, cryptocurrencies, NFTs, or the Specific Financial Transaction Information Reporting and Utilization Act (Specific Financial Information Act), please contact Law firm Veat at any time. Thank you. Law firm Veat

[Legal Times] Founders of ‘K-Law’ who Supported the Development of the Korean Economy

2022-07-12 | Press Release

Legal Times featured a cover story titled ‘Founders of K-Law Supporting Korea’s Economic Development’ and Veat Law Firm Partner Choi Seong-ho was introduced. Legal Times 2022년 7·8월호 표지 (출처:리걸타임즈) Partner Choi Seong-ho specializes in IT startup advisory after graduating from Seoul National University’s Department of Computer Science in 2015 and established Veat Law Firm (VEAT), a law firm specializing in Veat. Veat Law Firm provides legal advice related to M&A investments, games, software, intellectual property, Bitcoin and virtual assets, and is making a name for itself. It continues to walk alongside startups as a partner, facilitating various startup investment transactions. Veat Law Firm has many IT/technology and law experts, including Partner Choi Seong-ho, IT-specialized lawyers, and lawyers from a development background. This allows for simultaneous understanding of IT/technology and law, providing efficient legal advice. If you are interested in Partner Choi Seong-ho's history at Veat Law Firm, please refer to the Legal Times article. For other inquiries, such as interviews, please contact Veat Law Firm at your convenience. Partner Choi Seong-ho's History at Veat Law Firm Thank you.

[Consultation] Preparation and Review of Goods Supply Agreement

2022-07-11 | Latest Work

Veat drafted and reviewed the goods supply agreement for A Company, a smart device manufacturer, based on a request from A Company. Veat reviewed the matter from A Company’s perspective regarding the supply agreement involving parts supplied by A Company to B Company and finished products manufactured by B Company provided to apartments. Specifically, considering the fact that the supply agreement between B Company and the apartment was concluded approximately two years before the apartment’s completion, and the fact that A Company needed to acquire production capacity by confirming B Company’s anticipated order quantities, Veat stipulated that the supply agreement be provided to A Company, as it was agreed upon between B Company and the construction company. Furthermore, Veat added a clause regarding exclusive supply, ensuring that B Company could not obtain similar parts from third parties during the contract period, enabling A Company to conduct the goods supply agreement smoothly. In addition, Veat revised various items related to inspection, AS procedures and methods, order and supply procedures, and other items in a manner favorable to the supplier. Regarding goods supply agreements, various types exist depending on the supply of diverse products such as commodities, pharmaceuticals, and agricultural products. Therefore, professional legal review is necessary when conducting such agreements considering the specific characteristics of the goods supply agreement. Veat has experience drafting and reviewing numerous goods supply agreements, incorporating various conditions from the client’s perspective. Please contact Veat if you require drafting and reviewing a goods supply agreement. Thank you. Veat Law Firm