Structuring Your Business for Exit

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With a diverse mix of Korean attorneys, tax advisors, industry analysts, former government officials and attorneys licenced in foreign jurisdictions, as well as other specialists in various practice areas, Bae, Kim & Lee is fully prepared to work closely in multidisciplinary teams to meet every need of our clients.

Engaged in providing a full range of legal services to an expansive number of clients in an array of practice areas, BKL attorneys maintains an extensive internal knowledge base which is kept constantly updated. Staying abreast of market developments and regulatory changes entails remaining in close contact with clients, government authorities, industry associations and academia. Additionally, BKL team members will frequently organise, and take part in, industry conferences and seminars where they exchange views with other practitioners and policymakers. With professionals who contribute regularly to international industry journals in a variety of sectors, we ensure that BKL is able to stay at the forefront of emerging developments. Our attorneys can frequently be found driving initiatives and developments, all the while making certain that our clients are similarly made aware of new developments relevant to their industries by providing them with sector-specific legal updates in periodic newsletters.

With client service at the foundation of our legal practice, we understand the importance of being responsive and available to each client’s specific needs, thus complementing our deep commitment to achieving their legal and business objectives.

For a decision as significant as closing down a business, it is essential that our clients receive timely and correct legal advice and receive the complete attention of the attorneys working with them. It is the aim of the firm to ensure that the client is fully informed of all the factors relevant to its decisions from an early stage. Giving the client convenient access to our team of lawyers facilitates the clear communication of their concerns to us and keeps us updated, allowing the firm to always act in the client’s best interest.

In order to achieve this, our team remains cognizant of all aspects of the client’s exit, from the regulatory requirements, to maximising the value of the client’s investment to properly managing the client’s reputation. Safeguarding the client’s interest on all of these fronts is achieved by our devoted attention and by meticulously monitoring the entire procedure at every step. This assures the client that its exit will be effectuated as smoothly as possible, without creating ripples for the client’s other investments and avoiding unnecessary publicity in the market, to achieve the greatest exit value possible.

In an ideal situation the process of formulating an exit strategy and preparing for the possibility of an exit should begin long before the decision to close down a business is made. Accordingly, we advise clients to devise and incorporate an exit strategy even before their initial investment in a business. Properly drafted provisions in investment contracts, shareholders agreements and articles of incorporation can make future disinvestments smoother and less costly. In Korea, contractual arrangements for facilitating future disinvestments typically include put/call options, rights of first refusal, IPO commitments and liquidation clauses.

Once a client has made the decision to close their business, compliance with regulatory regimes and investment/shareholder contracts is obviously critical. Furthermore, there are a number of other factors which, when carefully managed, can maximize returns. For example, avoiding disputes with the business’s employees, suppliers, customers, or other contract parties during the exit process is very important. Valuation method is another key factor. Needless to say, obtaining a proper valuation of the client’s investment in an exit scenario is of fundamental importance. Mechanisms for selecting a reputable, independent appraisal firm and agreeing to reasonable valuation formulae should be carefully negotiated by experienced personnel or external advisers. For foreign investors, minimizing tax leakage during and following a business’s closure or the disposal of an investment is also a key concern requiring close attention.

Recognising that our personnel are our greatest asset, BKL strives to recruit top-notch professionals for all positions, from entry-level to experienced attorneys. We provide our people with effective training, mentoring, and opportunities for professional development.

BKL attorneys strive to provide quality service with the swiftness and responsiveness that clients demand, applying the legal maxim, “justice delayed is justice denied” to all our work. Proactive advice is another point of pride at BKL. Our professionals are trained to understand the client’s business in order to give clients forward-looking guidance even before they ask for assistance.

BKL was one of the first Korean firms to institute a transparent partnership system according to global standards, an approach which fosters health and sustained growth as well as a culture of collaboration in which we draw freely upon the experience of our professionals to provide top quality legal services to clients. With a reputation for handling large, complex high profile and high risk deals and disputes skilfully, we are proud to have our services recognized in the accolades we regularly receive from Asian and global industry publications.

Company: Bae, Kim & Lee LLC

Name: Sky (Sih Kyoung) Yang

Email: sky.yang@bkl.co.kr

Address: 133 Teheran-ro,

Gangnam-gu, Seoul, 06133,

REPUBLIC OF KOREA

Telephone: 82.2.3404.0143

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