법무법인(유한) 율촌 | Yulchon LLC

Yulchon's International Tax Team provided tax advice to Visteon Corporation, a U.S. company, on the sale of 69.99% of the shares of Halla Visteon Climate Control Corp ("HVCC"), a company listed on the Korea Stock Exchange, to Hahn & Co. Auto Holdings Co., a Korean PEF management company, and Hankook Tire Co., a company listed on the Korea Stock Exchange. The HVCC shares were sold for KRW 3.9 trillion (about USD 3.5 billion). With Yulchon's assistance Visteon was able to successfully close the deal on June 11, 2015.

HVCC, the world's second largest manufacturer of automotive air conditioning units, supplies heating, ventilating, and air conditioning units to global automobile manufacturers including Hyundai, Ford, GM, BMW, and Volkswagen. HVCC's sales reached about KRW 5.5 trillion (about USD 4.9 billion) in 2014. The size of this deal made it one of the largest M&A deals ever executed in Korea.

Yulchon's International Tax Team provided advice on tax issues related to capital gains from transfer of shares, an escrow agreement related to the tax issues, and other tax related provisions in the Share Purchase Agreement and related documents. Due to the recent aggressive position the Korean tax authority has taken on the taxation of capital gains from the sale of shares, the seller and the acquirers started with considerably different views on how to resolve the tax issues related to the capital gains. To close the gap between the parties' views, Yulchon led the negotiation process and suggested several reasonable alternative solutions based on a comprehensive analysis of the Korean tax authority's current practices and trends as well as recent court decisions. As a result, Yulchon was able to persuade the parties to reach an agreement in a manner favorable for Visteon resulting in Visteon being able to successfully consummate the deal.