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Lee & Ko hosted its 12th M&A Forum on October 28, 2026, marking another successful year of this annual event. This year's forum focused on the key legal issues and practical responses that market participants should note in domestic and cross-border M&A, including practical changes in listed-company M&A under the recently amended Commercial Act and Financial Investment Services and Capital Markets Act (the “Capital Markets Act”), and technology security regulations relating to national core technologies and national advanced strategic technologies.

First launched in 2015, the Lee & Ko M&A Forum marked its 12th edition this year. The forum is held annually to review legislative and regulatory developments affecting M&A transactions and to share with corporate representatives and M&A practitioners the practical experience and expertise that Lee & Ko has accumulated through advising on a wide range of M&A transactions. This year, approximately 500 M&A practitioners and corporate representatives participated both online and offline, showing strong interest in the recent changes in the legal and regulatory environment for M&A.

The forum was organized into two sessions, offering practical analysis and response strategies focused on (i) changes in transaction structures and procedures following the amendments to the laws governing listed-company M&A, and (ii) technology security-related M&A regulations and foreign investment review regimes.
 

Session 1. Practical Changes in Listed-Company M&A under the Amended Commercial Act and Capital Markets Act

In the first session, Attorneys Kyungchun Kim and Gu Beom Kwon presented on 'Practical Changes in Listed-Company M&A under the Amended Commercial Act and Capital Markets Act.'

Using a hypothetical transaction in which the acquisition of a controlling stake in a listed company is followed by a merger or share exchange, the presentation provided a detailed analysis of how the amended laws affect the structure and procedures of listed-company M&A transactions.

The key topics discussed were as follows:
• Restrictions on combined new-share and existing-share acquisitions: Restrictions applicable to transaction structures that combine the issuance of new shares with the purchase of existing shares in acquiring a controlling stake in a listed company, and related practical considerations
• Proposed introduction of a mandatory tender offer regime: Key issues relating to the proposed mandatory tender offer regime and its implications for control acquisitions of listed companies
• Measures to enhance fairness: Key considerations for securing the fairness and procedural legitimacy of a transaction, including the establishment of a special committee
• Changes to the standards for determining merger consideration: New points to be reviewed in connection with the determination and valuation of merger consideration in listed-company mergers

By applying the legal issues and responses that may arise at each stage of a transaction to an actual M&A transaction structure, the session gave participants a concrete understanding of the practical changes in listed-company M&A under the amended Commercial Act and Capital Markets Act.
 

Session 2. Technology Security and M&A – Focus on National Core Technologies, National Advanced Strategic Technologies and the National Security Review Regime

In the second session, Attorneys Hee Woong Lee, Jihye Park and Tae Yong Kim presented on 'Technology Security and M&A – Focus on National Core Technologies, National Advanced Strategic Technologies and the National Security Review Regime.'

This session examined the technology security-related M&A regulations and foreign investment review regimes that have grown in importance amid intensifying global competition for technological supremacy.

Specifically, the presenters explained the key provisions and scope of the regulations on overseas acquisitions and mergers involving companies holding national core technologies or national advanced strategic technologies under the Act on Prevention of Divulgence and Protection of Industrial Technology and the National Advanced Strategic Industry Act, as well as the national security review regime under the Foreign Investment Promotion Act.

The session also provided a case-based analysis of the following key practical issues in M&A:
• Acquisitions of controlling stakes: Regulations and review requirements that may apply to the acquisition of shares in companies holding national core technologies or national advanced strategic technologies
• Indirect investment through domestic entities: Technology security issues that may arise in investment structures utilizing a Korean entity
• Regulations relating to PEFs with foreign investors: Legal considerations to be reviewed when a private equity fund (PEF) with foreign investors invests in or acquires a Korean technology company
• Points to note at each stage of an M&A transaction: Stage-by-stage responses, from the provision of technical information during due diligence and the approval and review by the relevant authorities, through the negotiation of approval conditions, to closing

In particular, the session emphasized that in pursuing an M&A transaction involving a technology-holding company, it is important to assess the applicability of technology security regulations from the deal-structuring stage and to prepare the due diligence and approval processes systematically. The session thereby helped domestic and foreign corporate and private equity (PE) participants understand the key risk factors in M&A transactions arising from technology security regulations and the practical measures to address them.
 

Lee & Ko: Practice-Oriented Professional Services in a Changing M&A Legal Environment

The Lee & Ko M&A Forum has been held each year with the continued interest and participation of M&A practitioners and corporate representatives. This is the result of designing the forum around the key legal issues encountered in actual M&A advisory work and sharing the practical experience and expertise that the attorneys of the Lee & Ko M&A team have built up over many years.

The year 2026 in particular marks an important turning point for the M&A transaction environment in Korea and abroad, with changes to the listed-company M&A regime under the amended Commercial Act and Capital Markets Act and the global strengthening of technology security regulations. Through this forum, Lee & Ko sought to draw on its experience in advising on actual transactions to convey the key legal issues that companies and investors should note, together with concrete and practical responses.

Lee & Ko's Corporate Practice Group will continue its efforts to make the Lee & Ko M&A Forum a platform for sharing expertise that provides practical value to M&A practitioners and corporate representatives, building on its in-depth analysis of legislative and regulatory developments in M&A and its extensive transaction advisory experience.

 

Lee & Ko Hosts 2026 Tax Forum Addressing the August 2026 Tax Revision Bill and Recent Tax Audit Trends

Lee & Ko hosted the 2026 Lee & Ko Tax Forum, "Key Corporate Response Strategies in Light of the August 2026 Tax Revision Bill and Recent Tax Audit Trends," on Friday, August 28, at Ferrum Hall in Ferrum Tower, Jung-gu, Seoul.

The Forum analyzed the 2026 Tax Revision Bill announced on August 3 and recent tax audit developments, along with their practical implications for businesses. Registration closed ahead of schedule, drawing approximately 200 corporate representatives to a capacity crowd at Ferrum Hall. The sessions focused on the most consequential reforms: the taxation of treasury shares, new valuation rules for listed shares addressing so-called "share price suppression," tax deferral for qualifying corporate divisions and other restructurings of foreign subsidiaries, and the redesign of Korea's family business succession tax regime.

The Forum opened with welcoming remarks from Ok Hyun Ma, Co-Head of Lee & Ko's Tax Group, and was moderated by Sang Hoon Kim, also Co-Head of the Tax Group.

In a keynote preceding the main sessions, Jin Gyu Choi, Director of the Tax Policy Division at the Ministry of Finance and Economy ("MOFE"), delivered "Key Features and Policy Implications of the August 2026 Tax Revision Bill," setting out the principal policy objectives and rationale underlying this year's proposals. As Director of the Tax Policy Division, Mr. Choi oversees the government's tax reform agenda.

In the first session, Hansol Leem presented on "Proposed Tax Amendments Regarding Capital Transactions and Share Valuation." On treasury shares, Mr. Leem explained that the reforms mark a fundamental shift toward treating treasury share transactions as capital transactions regardless of the purpose of acquisition. Because materially different regimes will govern transactions before and after the January 1, 2027 effective date, he noted, companies must weigh the applicable treatment carefully when planning such transactions.

On the newly proposed valuation rules for listed shares targeting so-called "share price suppression," Mr. Leem advised companies to monitor their industry-relative price-to-book ratio (PBR) semiannually and keep contemporaneous documentation of the business rationale for key management decisions, positioning themselves to demonstrate the absence of a tax avoidance purpose. He also discussed the proposed Domestic Production Tax Credit, broadly similar in purpose and structure to the Advanced Manufacturing Production Credit under the U.S. Inflation Reduction Act, advising companies to review the product-specific base credit amounts expected early next year and weigh them against Korea's Integrated Investment Tax Credit to determine which regime is more advantageous.

The second session featured Min Gu Kim, who addressed "Key Developments in International Tax and Business Succession." Mr. Kim explained that the amendments would allow certain taxes arising from qualifying corporate divisions and other restructurings by foreign subsidiaries to be deferred, or the related income excluded from taxable income. Companies contemplating such restructurings should factor the new regime's effective date into their transaction timelines.

On business succession, Mr. Kim highlighted the newly proposed tax relief for third-party business succession, which would benefit both the controlling shareholder transferring the business and the third-party acquirer. He added that the proposal merits attention even from companies that have not viewed Korea's family business succession rules as directly relevant, as it could create new considerations and opportunities from an acquisition strategy and transaction-planning perspective.

In the final session, Tae Woo Kim, a certified tax accountant who previously served as Director of Investigation Division 1, Investigation Bureau 1 of the Seoul Regional Tax Office, presented on "2026 Tax Audit Trends and Risk Management." Mr. Kim examined the areas drawing particular scrutiny in audits of large corporations and broader changes in audit administration. He also addressed practical strategies for invoking and protecting attorney-client privilege ("ACP") during tax audits, in light of recent Supreme Court precedent and amendments to the Attorney-at-Law Act.

Closing the Forum, Sang Hoon Kim observed that the proposed reforms go well beyond technical amendments and contemplate significant changes to the existing tax framework, and he urged companies to begin assessing their impact even before the legislative language is finalized. He added that Lee & Ko's Tax Group will continue to deliver practical, tailored solutions and to share timely insights on significant legislative and regulatory developments.

Lee & Ko's Tax Group brings together more than 90 professionals, including attorneys, certified public accountants, and certified tax accountants. As an integrated, multidisciplinary team, the Group delivers seamless support across the full spectrum of tax matters, from tax advisory and international tax to tax audit defense, controversy, and litigation.

On June 15, 2026, Lee & Ko hosted a seminar on “Competition Law Trends & Precedents”.
 
In the seminar, which was held both online and offline, Lee & Ko’s experienced and specialized antitrust and competition law experts and attorneys analyzed and explained the decisions and implications of major antitrust cases.
 
In the first session, Lee Sung-kyu, a senior expert, presented the theme of "Recent Fair Trade Policy and Law Enforcement Trends." Based on the Lee Jae-myung administration's national affairs and the FTC's 2026 work report, the actual policy implementation and law enforcement trends over the past year were summarized, and based on the decisions, investigations, and judgments related to the fair trade case, the FTC's future law enforcement trends were forecast and implications and corporate countermeasures were presented.
 
In the second session, Jeongyoon Choi (Partner) examined the policy and regulatory trends of the new administration and the Korea Fair Trade Commission (KFTC) under the theme of “Recent Enforcement Trends and Implications in the Franchise Sector.” In particular, key takeaways were drawn from a number of recent KFTC decisions in the franchise area. In addition, the session provided a detailed review of the Supreme Court’s reasoning in the Pizza Hut case, where franchisees’ claims for restitution of unjust enrichment were recognized, and in the Mom’s Touch case, where such claims were dismissed. Based on these analyses, the session highlighted key considerations for reviewing and refining business models in the Korean franchise sector going forward.
 
In the third session, Byongki Chung (Partner) delivered a presentation on 'Key Precedents in Antitrust and Competition Law.' He explained major antitrust precedents from the second half of 2025 and the first half of 2026. These included the Naver Shopping judgment—the first leading case regarding a platform operator's self-preferencing behavior; the Supreme Court ruling that recognized the Fair Trade Commission's authority to sanction collusion among shipping lines; and the Supreme Court decision clarifying that the practice of using multiple affiliates to win public land bids and subsequently transferring them (so-called 'bee-swarm bidding') cannot be definitively concluded as an unfair support activity.
 
We are also pleased to announce that Attorney Giusung Oh (former judge and former KFTC Hearing Officer and Commissioner), who joined Lee & Ko on June 1, 2026, will present at our next seminar. We look forward to your continued interest and participation.

Lee & Ko LLC held the "IFA Korea Monthly International Tax Forum" on Thursday, May 28, 2026, in collaboration with IFA(Chairman: Park Hun, Vice President of the University of Seoul).
 
Under the main theme of "Recent Issues in Transfer Pricing Practice," this forum was attended by more than 70 participants, including international tax experts from major law firms and accounting firms, academics, and association members. The forum participants engaged in in-depth discussions regarding the latest transfer pricing trends and practical issues.
 
In the emergency diagnostic session, Foreign Attorney Kyu-Bin Kang of Lee and Ko delivered a presentation on the topic of "California Corporate Tax Reform and Korean Companies." This session covered the key details of the corporate tax reform currently being pursued in California, its impact on Korean companies operating there, and key implications that need to be reviewed in practice.
 
The first session was conducted in a Fireside Chat format under the theme of "Practical Trends in MAP/APA related to Transfer Pricing." Steve Minhoo Kim, a senior Foreign Attorney at Lee and Ko, served as the moderator, while the panelists included Partner Hye-jin Jeon of Samil PwC, Managing Director Ju-won Park of Deloitte, CPA Jae-seok Park of Kim & Chang, and Senior Managing Director Sang-hoon Kim of KPMG. Focusing on Mutual Agreement Procedures (MAP) and Advance Pricing Agreements (APA), this session broadly covered operational trends in the practice environment where both the number and complexity of cases are increasing, the strategic selection and utilization of each procedure, and issues that practitioners must be aware of during consultations with tax authorities.
 
The second session was held under the theme of "Case Studies on DEMPE Regulations."  Partner Philje Cho of Lee and Ko delivered the presentation, while Managing Director Dong-Hoon Ha of EY Korea, Foreign CPA Tae-Hyung Kim of Yulchon LLC, and Attorney Si-Won Hur of Yoon and Yang participated in the panel discussion. Focusing on recent practical cases regarding the functional analysis of the Transfer Pricing Guidelines' DEMPE (Development, Enhancement, Maintenance, Protection, Exploitation), this session engaged in the discussions on Function, Asset, and Risk (FAR) analysis in intangible asset transactions, criteria for determining economic ownership, points of divergence with tax authorities, and strategies for dispute prevention.
 
The forum concluded with closing remarks by Junghong Kim, IFA Korea Incoming Chair, who expressed his deep gratitude to all presenters, discussants, and attendees, and stated that IFA Korea will continue to faithfully fulfill its role as a central platform for the exchange between practice and academia in the field of international taxation.

On May 26, 2026, Steve Minhoo Kim, Pilje Cho, and Jaekyoung Han, all from Lee & Ko's Tax group, delivered a presentation at the ECCK Tax Forum on the topic “The Korean Tax Landscape: Traditional Principles, Modern Enforcement.”

The seminar, held for members of the European Chamber of Commerce in Korea (ECCK), examined the Korean tax authorities’ increasingly practical and proactive approach to taxation in a changing global tax environment. The speakers discussed recent enforcement trends, including the application of traditional international tax concepts such as permanent establishment (PE) and transfer pricing (TP) from a modern market-oriented perspective, and highlighted key implications for multinational enterprises operating in Korea.

On May 22, 2026, Steve Minhoo Kim of Lee & Ko's Tax group participated as a panelist in the AMCHAM Taxation Committee Meeting, where he joined Professor Robert J. Danon and other leading international tax professionals in discussing the OECD’s recently released 2026 Manual on Effective Mutual Agreement Procedures (MEMAP).

The seminar, attended by members of the American Chamber of Commerce in Korea (AMCHAM), explored practical guidance and best practices for the effective use of Mutual Agreement Procedures (MAP), as well as recent developments in international tax dispute resolution. The discussion also covered the OECD’s tax certainty agenda and the evolving landscape of cross-border tax dispute prevention and resolution.