Recent Developments

Lee & Ko successfully secured a full acquittal for Kakao Corp. and related entities in a criminal prosecution alleging violations of the Financial Investment Services and Capital Markets Act (the “Capital Markets Act”) in connection with the SM market manipulation case.

The prosecution arose from events in February 2023, when HYBE announced a tender offer for shares of SM Entertainment Co., Ltd. (“SM”). Prosecutors alleged that Kakao Corp. and Kakao Entertainment Corp., in concert with One Asia Partners, engaged in on-exchange purchases of SM shares during the tender offer period, and that such conduct constituted market manipulation under Article 176(3) of the Capital Markets Act, specifically, a “series of transactions conducted for the purpose of fixing or stabilizing market prices.”

This case was unprecedented in that on-exchange share purchases during an ongoing tender offer period were prosecuted as market manipulation. A conviction could have created a substantial risk that similar on-exchange purchases during tender offer periods would be subject to criminal liability in the future. Accordingly, the case attracted significant attention not only within the capital markets industry, but also across the broader business and financial communities.

Lee & Ko represented Kakao Corp. and its related entities from the early stages of the investigation and throughout the trial, and effectively challenged the prosecution’s theory. The court accepted Lee & Ko’s arguments and expressly held that the on-exchange purchases were not undertaken for the purpose of fixing or stabilizing market prices, but rather constituted legitimate business decisions made to secure an equity interest.

This acquittal represents a significant judicial determination regarding the scope of permissible corporate actions in the context of corporate control disputes. In particular, the ruling is expected to serve as an important precedent in clarifying whether on-exchange purchases during a tender offer period may give rise to criminal liability. The judgment is also notable as a clear affirmation by a criminal court of the legitimacy of corporate managerial decision-making in such circumstances.

CJ CheilJedang Corporation and its subsidiaries entered into an agreement on October 1, 2025 to sell their shares in a total of 14 companies engaging in the feed and care business to De Heus Animal Nutrition B.V., a global animal feed company, and its affiliates.

The Transaction is a large-scale cross-border M&A deal involving the sale by multiple Sellers of shares in a total of 14 companies established in Korea and overseas to multiple Purchasers. Given the need for an extensive understanding of the legal systems across various jurisdictions from the transaction structure review stage, coupled with the involvement of a listed company as one of the Sellers, which required highly intensive negotiations within a short period of time to ensure confidentiality, the Transaction was complex and highly challenging.

Lee & Ko provided comprehensive and efficient legal advice on the entire Transaction by directly handling the review of Korean and Vietnamese legal issues throughout all stages of the deal, including transaction structure review, legal due diligence, and contract drafting, negotiation, and execution, and by serving as a command center overseeing and coordinating local counsels in Hong Kong, Indonesia, the Philippines, and Cambodia. Through such professional and systematic advisory work, Lee & Ko played a key role in successfully addressing the complex transaction structure and multinational legal issues, thereby contributing decisively to the smooth signing of the agreement.
 

Lee & Ko represented LG Energy Solution Ltd. and LG Energy Solution Michigan Inc. (“LGESMI”) in connection with LGESMI’s acquisition of a 49% equity interest in Green Metal Battery Innovations, LLC (“GMBI”), a U.S.-based lithium-ion battery preprocessing company, and successfully obtained unconditional clearance from the Korea Fair Trade Commission (“KFTC”).

The transaction involved LGESMI acquiring its interest from Toyota Tsusho America, Inc., an affiliate of the Toyota Tsusho Group (“TTC Group”). As the TTC Group retained control over GMBI following the transaction, the KFTC reviewed the matter as a business combination between the LG Group and the TTC Group in the lithium-ion battery scrap materials market.

Although the lithium-ion battery recycling and preprocessing market has experienced rapid growth, it remains at a relatively early stage of development, and limited market data presented challenges in assessing potential competitive effects. At the same time, GMBI’s business schedule required an efficient and expedited review process.

Drawing on its in-depth understanding of the battery recycling industry and extensive experience in merger control matters, Lee & Ko effectively explained the transaction structure and relevant market dynamics to the KFTC and responded promptly to regulatory inquiries. The firm demonstrated that the transaction would not give rise to anticompetitive concerns in the Korean market, resulting in unconditional clearance within approximately three weeks (with a substantive review period of five days).
 

Lee & Ko is representing R Bio Co., Ltd. (“R Bio”) in an administrative lawsuit seeking to revoke the decision of the Ministry of Food and Drug Safety (“MFDS”) rejecting R Bio’s application for marketing authorization (“MA”) for its stem cell therapy, JointStem. R Bio has developed JointStem over a period of approximately sixteen years since 2005.

This case squarely challenges the legality of the MFDS’s refusal to grant MA for a stem cell therapy whose clinical efficacy has been objectively demonstrated. The dispute raises fundamental questions concerning the rationality, transparency, and predictability of regulatory standards applicable to regenerative medicine products. It also carries significant implications for the broader regulatory environment governing Korea’s biotechnology and pharmaceutical industries.

In this matter, Lee & Ko is drawing upon its expertise in clinical biostatistics and pharmaceutical regulatory standards to develop a litigation strategy grounded in scientific rigor. The firm’s analysis addresses complex scientific and statistical issues, including: the appropriateness of the clinical trial design (Study Design), development and implementation of the Statistical Analysis Plan (SAP), hypothesis testing for primary and secondary endpoints, interpretation of efficacy and safety indicators, and the distinction between statistical significance and clinical relevance. In particular, with respect to the MFDS’s assessment of clinical efficacy, Lee & Ko’s arguments extend beyond a narrow inquiry into whether certain numerical endpoints achieved statistical significance. The firm is comprehensively examining the validity of the overall study design, the appropriateness of the patient population, the methodological soundness of the statistical testing framework, and the interpretability of long-term follow-up data. Through this approach, the case fundamentally contests whether the regulatory determination is consistent with accepted scientific and statistical principles.

More than a conventional administrative challenge to a marketing authorization rejection, this matter represents a pivotal examination of Korea’s regulatory standards for stem cell therapies and regenerative medicine products, including their alignment with international practice. The outcome is expected to provide an important reference point for future approval and regulatory processes concerning innovative drugs and advanced biopharmaceuticals.

Through its representation in this case, Lee & Ko further demonstrates its capabilities in bio/healthcare IP and regulatory disputes, including data-driven advocacy, sophisticated clinical data analysis, and strategic litigation at the intersection of science, regulation, and administrative law.

 

Lee & Ko’s Litigation Practice provides strategic representation in a wide range of corporate control disputes. In September 2025, Lee & Ko represented the Vice Chairman (the son of the Group Chairman) in key injunction and related proceedings arising from a corporate control dispute within the Kolmar Group, which is engaged in cosmetics manufacturing and related businesses. Lee & Ko obtained favorable outcomes in major interim relief proceedings, including injunction applications seeking to prohibit alleged unlawful conduct.

The dispute arose after the Chairman commenced an action seeking rescission of a share gift agreement under which he had previously transferred shares of Kolmar Holdings Co., Ltd., the group’s holding company, to the Vice Chairman, alleging breach of a family agreement, and seeking the return of the gifted shares. Related applications were also filed for (i) an injunction prohibiting the disposition of the shares, (ii) an injunction restraining the exercise of voting rights and related acts, and (iii) court approval to convene an extraordinary general meeting of shareholders.

Lee & Ko first secured favorable rulings in various injunction and related applications concerning the extraordinary general meeting of shareholders of Kolmar BNH Co., Ltd., enabling the meeting to proceed as scheduled. As a result, the Vice Chairman’s side obtained a majority on the board of directors of Kolmar BNH Co., Ltd.

Lee & Ko also challenged the injunction prohibiting disposition of the shares that are the subject of the main return-of-shares action, and obtained a revised court order requiring an additional cash security deposit of KRW 5 billion, in addition to the previously required surety bond.

As a result, the related interim disputes have largely been resolved in practice, and the main action for return of shares between the Chairman and the Vice Chairman remains pending.

Lee & Ko successfully advised Air Liquide group, one of the world’s largest industrial gas suppliers, on its acquisition of DIG Airgas. This transaction, valued at approximately KRW 4.6 trillion, represents one of the largest deals announced in Korea in 2025. Far beyond a simple large-scale acquisition, the transaction encompassed a wide range of complex legal and structural issues, including analysis and review of the transaction structure and acquisition financing structures from the initial stages of the transaction, repayment mechanisms for existing shareholder loans and acquisition facilities, assessment of post-merger integration (PMI) matters, analysis and advising on commercial agreements and withholding tax issues on capital gains realized by foreign sellers. Lee & Ko further provided comprehensive legal services throughout the entire process of the transaction, including legal due diligence on DIG Airgas and its Chinese subsidiaries, review and negotiation of the definitive agreements, business combination report filing with the Korea Fair Trade Commission and other required regulatory approvals including recently enacted and precedent-setting filing required by the Korean government, as well deep involvement with the W&I insurance underwriting process. Notably, the deal is highly regarded for having reached a definitive agreement within approximately two weeks following the final bidding process and approximately within a week from the initiation of intensive negotiations, in which Lee & Ko’s proactive role and contributions were instrumental. This deal stands as one of the representative examples of Lee & Ko’s global M&A expertise, successful negotiations with a global infra fund leveraging Lee & Ko’s significant expertise in advising on global GP-led transactions, undisputed leading experience with industrial gas transactions, unwavering client dedication, and proven execution capability in bringing highly complex transactions to completion within an accelerated timeframe.

Lee & Ko has been advising on production-related contracts and intellectual property clearance—covering copyright law, the Unfair Competition Prevention Act, and publicity rights—for Netflix series since 2022, contributing to the smooth production and distribution of major works. Representative projects include Squid Game Seasons 2 and 3, Culinary Class Wars, The Trauma Code: Heroes on Call, Karma, and Gyeongseong Creature Seasons 1 and 2.

Lee & Ko reviews a wide range of agreements essential to the production process, including talent and crew contracts, post-production agreements such as VFX, location leases, copyright use consents, and overseas PSAs for foreign shoots. Drawing on extensive experience, Lee & Ko provides practical, production-focused legal advice tailored to the needs of clients.

Lee & Ko’s clearance reviews primarily address issues in copyright, trademark, patent, and unfair competition law, as well as matters involving real names or depictions of real-life events. Depending on the content, Lee & Ko also advises on specialized issues, such as the use of Olympic symbols, youth protection in drama scenes and filming, and personal data consent. This breadth of expertise ensures that producers receive effective, comprehensive guidance across the many legal challenges of content creation.

Lee & Ko further supports clients on Errors & Omissions (E&O) insurance matters, including preparing title reports and conducting IP clearance, to help mitigate the risk of future copyright and personality rights claims. Representative work in this field includes MBC dramas Chief Detective 1958, Doubt, and Oh My Ghost Clients; SBS dramas Revenant, The First Responders, Payback: Money and Power and JTBC’s Reborn Rich.

Through these production-related legal services, Lee & Ko helps Netflix and leading production companies to actively identify and resolve legal issues in advance, safeguard against disputes, and ensure the seamless development and release of content. Lee & Ko continues to play a trusted role across numerous high-profile productions, earning consistent recognition and positive feedback from both Netflix and its production partners.

 

Lee & Ko’s Finance & Securities Group successfully completed projects for major financial companies across all financial sectors during the first half of 2025. These clients included BNK Financial Group, Suhyup Bank, DB Life Insurance, MetLife Insurance, DB Insurance, Lotte Insurance, Korean Reinsurance, Seoul Guarantee Insurance, Hyundai Card, Hyundai Commercial, Kyobo AXA Investment Managers, Daishin Securities, and Hyundai Capital, spanning banks, securities firms, card companies, capital firms, and savings banks. The projects involved preparing and submitting the newly introduced "Accountability Map" to the financial supervisory authorities in accordance with the amended Act on the Corporate Governance of Financial Companies, as well as refining the internal control systems of the respective financial institutions.

The introduction of the Accountability Map requires each financial company to prepare and submit a document to the financial authorities that specifically outlines the responsibilities of the CEO and executives related to internal controls. The implementation of this system necessitated systematic and detailed preparation by each financial company, integrating both legal and practical perspectives.

In response, Lee & Ko’s Finance & Securities Group went beyond simple legal advisory in these projects, playing a pivotal role in ensuring the effective operation of each financial company's internal control system as follows:
 

• Designing an Effective Accountability Allocation Structure: We designed a customized Accountability Map without gaps or redundancies by meticulously analyzing each company's work procedures and lines of command and supervision.


• Refining Overall Internal Regulations related to Internal Control: Through a detailed analysis of approximately 80 major laws and regulations related to internal control, we reviewed and amended key internal regulations, including the internal control standards.


• Providing a Comprehensive Diagnosis and Improvement Plan for the Internal Control System: We contributed to establishing a practically operable internal control system by comprehensively diagnosing potential risk factors in the existing system and proposing improvement measures.

Through the successful execution of these projects related to the introduction of the Accountability Map, our Finance & Securities Group has solidified its position as the most trusted legal advisor in the field of financial regulation by enabling our clients to build stable internal control systems amidst a rapidly changing financial regulatory environment.

Lee & Ko acted as Korean legal counsel to the joint lead managers in connection with Hanwha Life Insurance’s successful issuance of USD 1 billion hybrid capital securities in the international markets on June 24, 2025.

Despite heightened uncertainty in global financial markets due to the ongoing conflict in the Middle East, the offering was met with strong investor demand, attracting orders in excess of USD 8.8 billion—more than eight times the issuance amount—underscoring the deal’s success.

The securities were structured as 30-year notes callable after 5 years and were priced at an annual coupon of 6.3%. The transaction enabled Hanwha Life to strengthen its capital adequacy position under the Korean Insurance Capital Standard (K-ICS).

Lee & Ko provided a full range of legal support throughout the transaction, including review of the underwriting agreement, bond terms, and offering circular to ensure compliance with K-ICS requirements. Notably, following the circulation of the offering circular but just ahead of pricing, a revision to the Korean Insurance Supervisory Regulation lowered the recommended K-ICS threshold applicable to early redemption of subordinated bonds. Lee & Ko promptly coordinated with the underwriters and international counsel to issue a supplemental investor disclosure, ensuring the delivery of accurate information to investors and facilitating a successful issuance.

In addition to this transaction, Lee & Ko has advised on a number of major offshore bond offerings in the first half of 2025 by leading Korean issuers such as LG Chem, Korea National Oil Corporation, Korea Ocean Business Corporation, KB Kookmin Bank, KT&G, LG Energy Solution, Mirae Asset Securities, Industrial Bank of Korea, Hana Securities, and Hyundai Capital—further demonstrating its deep expertise and leading role in Korea’s capital markets practice.