법무법인(유한) 율촌 | Yulchon LLC

Yulchon advised South Korea's largest mobile-gaming company, Netmarble Games Corporation ("Netmarble"), assisting in its acquisition of a 25.08% stake in Coway Co., Ltd ("Coway") from Woongjin Thinkbig, Coway's largest shareholder. Through this deal, Netmarble successfully secured a new growth engine for its business by obtaining the managerial rights of Coway, which is the market leader among rental service companies in Korea.

Yulchon provided prompt and effective advisory services during the course of the deal, including (i) conducting legal due diligence and drafting the Share Purchase Agreement ("SPA"), (ii) mapping out protective measures for Netmarble in response to the on-going action between Coway and its "Customer Satisfaction doctors," Coway's product installation and servicing personnel ("CS doctors"), (iii) taking part in SPA negotiations with the seller, and (iv) advising on a corporate consolidation. In particular, Netmarble was pleased with Yulchon's agile assistance in presenting well-tailored solutions, which were practical as well as legally on point, during intense negotiations over the SPA.

Aside from the challenging negotiations over the SPA, and, in particular, the sales price, legally, the most challenging part of the deal was the detailed work required to set up sufficient risk-sharing arrangements between the purchaser and the seller to account for the consequences of the on-going action between the CS doctors and Coway. Coordinating across practice areas, Yulchon's experts in the HR and Tax teams provided (i) a detailed analysis on possible scenarios depending on the developments of the on-going lawsuit, (ii) consideration of the potential tax effects of each, and (iii) options for the best solution under each scenario. All in all, Yulchon's thorough work on the client's behalf significantly contributed to the smooth consummation of this mega stock acquisition deal.