법무법인(유한) 율촌 | Yulchon LLC

Yulchon represented Mexican corporation Zinc Internacional S.A. ("Zinc"), in its acquisition of 49.9% of domestic corporation GSDK Ltd. ("GSDK") in newly issued shares, and its acquisition of control of GSDK.

Zinc was eager to enter the zinc recycling business using steel dust byproducts in Korea, home to one of the world"s leading steel companies. In pursuit of this contemplated business, Zinc engaged in negotiations with Swiss corporation Global Steel Dust Ltd., GSDK"s existing stockholder, for a prolonged period of time.

Yulchon advised Zinc throughout the transaction on all typical aspects of direct investment in Korea by the foreign company and on the particular requirements of this matter. Yulchon"s team provided advice on deal structuring; conducted due diligence on GSDK and offered appropriate options to manage significant legal issues encountered during due diligence; prepared and negotiated various contracts, including the agreement for subscription of the new shares and agreements related to the construction of the business"s plant; advised on related international-tax issues; liaised with relevant regulatory bodies (Ministry of Trade, Industry & Energy, and Gwangyang Bay Area Free Economic Zone Authority); advised and assisted on the merger filing and sought the Fair Trade Commission"s opinion on Zinc"s merger filing obligation; throughout the multi-step closing process, provided support on various banking and regulatory filing matters, including advising on foreign exchange regulations and reporting obligations; assisted with the replacement of GSDK"s management and with immigration issues relating to the arrival of replacement personnel; negotiated with Korea Development Bank"s PF team, Korea Credit Guarantee Fund ("KODIT"), and other major financial institutions to meet KODIT"s credit guarantee conditions, and provided related support to GSDK.

Because this transaction took place in the context of a cooperative worldwide business restructuring involving both GSDK"s existing and new shareholders, providing expert advice required an in-depth understanding of the transaction background. The deal also required simultaneous coordination amongst a number of parties (many overseas) for the equity investment and related loan financing for the company"s intended operations, on an exigent schedule. Yulchon, by successfully managing the expectations of all interested parties and providing timely advice, contributed greatly to the successful closing of the transaction.