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On February 24, 2025, SK Square Co., Ltd. and SK Telecom Innovation Fund, L.P. executed a Share Purchase Agreement with IonQ, Inc. for the share swap of id Quntique SA shares held by SK Square Co., Ltd. and SK Telecom Innovation Fund, L.P. (74.77%) and newly issued shares of IonQ, Inc.

Despite the highly time-sensitive nature of the transaction, Lee & Ko’s strategic legal advice and swift execution enabled the successful and timely completion of the deal. As the lead counsel, Lee & Ko advised on revision and negotiation of Share Purchase Agreement and other ancillary agreements effectively and timely. Lee & Ko not only ensured seamless compliance with key Korean regulatory requirements, including merger filing and foreign exchange reporting, but also worked closely with Swiss and U.S. counsel to comprehensively analyze and resolve various legal issues under Swiss and U.S. law. This transaction highlights Lee & Ko’s leadership in global M&A transactions, its ability to execute deals efficiently under time constraints, and its strong capability in collaborating with top-tier international law firms to ensure a smooth and successful deal execution.
 

The White-Collar Crime Practice Group at Lee & Ko achieved a significant victory representing Company A, a leading domestic securities firm, which had been accused by several complainant companies of violating the Act on the Aggravated Punishment of Specific Economic Crimes and the Capital Markets Act. The allegations stemmed from the sale of financial products tied to mezzanine loan receivables associated with a Las Vegas resort development project in the U.S. The complainants alleged that Company A failed to properly explain the concept of “DIL (Deed in Lieu)”, a method of collateral realization unique to U.S. mezzanine loan structures. Despite these claims, Lee & Ko successfully secured a full non-prosecution decision from the Seoul Central District Prosecutors’ Office. Lee & Ko also prevailed in defending against the complainants’ appeals and petitions for adjudication before the Seoul High Prosecutors’ Office and the Seoul High Court, resulting in the dismissal of all related challenges.

This case involved the unforeseen outbreak of the COVID-19 pandemic, which led to the suspension of the Las Vegas resort development project. As a result, defaults occurred sequentially on both the senior loan and the mezzanine loan associated with the project. Ultimately, the senior borrower executed a DIL, transferring the development property, which served as collateral, to the lender. Consequently, the mezzanine loan could not be recovered, leading to a complete loss of the investment in the financial product related to this case, which was worth tens of billions of Korean won.

In this case, Lee & Ko’s White-Collar Crime Practice Group conducted an in-depth analysis not only of Korea’s Capital Markets Act but also of U.S. legal literature and Nevada state law. Lee & Ko argued in detail before the prosecution that a DIL is not a special provision in the loan agreement but a commonly used legal mechanism in the U.S., and therefore not a critical factor in deciding whether to invest in the financial product. They further demonstrated that the DIL-related provision in the relevant contractual documents had no connection to the decision to invest in the financial product or to the resulting investment loss. Lee & Ko also presented that investing in mezzanine debt inherently carries the risk of principal loss, and the complainants were fully informed of this risk. As such, there was neither any deceptive act constituting fraud nor any use of unfair means, schemes, or artifices under the Capital Markets Act. By establishing these facts, Lee & Ko successfully cleared its client of criminal liability. As a result, Company A secured a more favorable position in the related civil litigation as well.
 

Lee & Ko acted as legal advisor in connection with the launch of a Qualified Institutional Buyer (QIB) bond program for mid-sized Korean companies, led by the Korea Development Bank (KDB) and the Korea Credit Guarantee Fund (KODIT).

The QIB bond is a quasi-public offering structure that allows bonds to be issued and traded exclusively among institutional investors with a certain level of risk management capability. While offering reduced disclosure requirements compared to public offerings and fewer transfer restrictions than private placements, the regime—introduced in 2012—had seen no actual issuances until now. The launch of this new QIB bond program is expected to serve as a stepping stone for mid-sized enterprises to access the bond market, providing them with much-needed financing to support growth and enhance competitiveness.

Lee & Ko played a key role in drafting the bond underwriting agreement used in the program, as well as reviewing and preparing various other key documents, including KODIT’s bond guarantee agreement. As the first implementation of its kind, the program raised various legal and structural issues. Drawing on its deep expertise in Korea’s capital markets, Lee & Ko provided timely and accurate advice to all stakeholders—including KDB, KODIT, underwriters, and credit rating agencies—contributing meaningfully to the successful launch of the program.

Global food, beverage, and alcohol companies have steadily expanded into the Korean market. With Korean consumers’ tastes evolving quickly and a keen sensitivity to trends, many international F&B brands are eager to launch new products locally.

In addition to the Food Sanitation Act, Korea’s Ministry of Food and Drug Safety (“MFDS”) enacted the Special Act on Imported Food Safety Control in 2016, which imposes stringent regulations specifically on imported products. As a result, newly launched products must undergo a rigorous process—including customs clearance and inspection by local MFDS branches—before they can be approved for importation. For global F&B and alcohol companies with strong compliance cultures, this regulatory landscape requires thorough legal and regulatory review to ensure full compliance prior to product launch.

In anticipation of this growing demand, in 2023, Lee & Ko brought on board Mr. Kangbong Lee as a senior advisor. Mr. Lee has over 30 years of experience at MFDS, where he held key roles, including Director of Imported Food Policy Division. Leveraging his extensive expertise, Lee & Ko has provided highly effective regulatory advice on a wide range of issues related to imported food compliance and safety management, which often can be complex to navigate.

As a result of close collaboration with Lee & Ko’s Healthcare Practice Group, several leading F&B and alcohol companies could successfully launch their new products in the first half of 2025. These achievements reflect Lee & Ko’s deep regulatory expertise and seasoned experience in the F&B sector.
 

A Japanese chemical company, M, filed a patent infringement lawsuit against a Korean company, represented by Lee & Ko, asserting three patents. In response, the Korean company initiated invalidation actions against all three of M’s patents. The patents in dispute concerned transparent adhesive sheets used in displays, meaning the case had a direct impact on the supply of materials to display manufacturers. The outcome of the litigation was therefore critical for both parties, as it would determine whether the display materials could continue to be supplied, thereby carrying significant business implications for both companies.

In this case, major law firms represented both parties, and the dispute was fiercely contested. Lee & Ko, representing its client, a Korean company, conducted an extensive search of prior art and filed invalidation actions on the grounds of lack of inventiveness. As a result, Lee & Ko’s arguments were accepted, and both the Intellectual Property Trial and Appeal Board (“IPTAB”) and the IP High Court found the patents in dispute to be invalid.

Although the patents concerned adhesive sheets (i.e., product inventions), they included a limitation stating that “the adhesive sheet is used upon exposure to ultraviolet rays”. Lee & Ko argued that this limitation merely indicated that the adhesive sheet contained a component enabling curing, rather than imparting a substantive distinction. In the chemical field, product claims are often limited by properties, physical characteristics, or methods of use in addition to the actual components. However, in many cases, the claimed invention is essentially identical to prior art. By closely analyzing the patent specification and interpreting the claims accordingly, Lee & Ko demonstrated logically and convincingly that the invention did not differ in substance from known technology, leading to the conclusion that it lacked inventiveness.

Both the IPTAB and the IP High Court agreed with Lee & Ko’s arguments and held that the patents were invalid for lack of inventive step. This case is expected to serve as a valuable precedent for evaluating inventiveness in the field of chemical inventions.
 

Lee & Ko represented Shanghai Kaiying Network Technology Co., Ltd. (“Kingnet”) in an ICC arbitration concerning a claim for damages arising from the breach of a game copyright licensing agreement brought against Wemade, securing a full award in favor of Kingnet.

The subject of the dispute, the Legend of Mir series, which is co-owned by Wemade and Actoz Soft, is one of the most successful games in both Korea and China. In 2016, Kingnet entered into a licensing agreement for the development and distribution of the game in China. However, immediately following the execution of the agreement, litigation commenced between Wemade and Actoz Soft in China, which effectively prevented Kingnet from exercising its contractual rights.

As a result, Kingnet initiated arbitration proceedings against Wemade, seeking damages for breach of contract. Based on an in-depth analysis of the relevant legal principles under Korean and Chinese copyright law, Lee & Ko successfully established Wemade’s liability for the breach. The ICC Tribunal accepted all of Kingnet’s claims and awarded approximately KRW 70 billion in damages.

The dispute over the Legend of Mir IP has consistently attracted attention in both Korea and China, and this arbitral award received significant media coverage. Lee & Ko acted as sole counsel in this arbitration, and the case stands as a representative example of the firm’s capability and expertise in independently handling large-scale international disputes.
 

Lee & Ko’s Projects & Energy team successfully obtained approval to amend the construction plan for the domestic AA fuel cell power generation project (“Project”) through an appeal process made against the Ministry of Trade, Industry and Energy (“MOTIE”)’s rejection of the amendment application. The first stage of financing for the Project closed in December 2024, and the second stage of financing is scheduled for around July 2025. The Project is the largest fuel cell power generation project in Korea, with a total investment amount of approximately KRW 600 billion. The MOTIE sought to subject the Project to the Hydrogen Power Supply Obligation System (“HPS”) rather than granting an approval to amend the construction plan for the Project under the Renewable Portfolio Standard (“RPS”) system (to which it was subject) on the basis of the policy direction on limiting allocation quotas under the RPS system, an appendix to the Hydrogen Act (Act on the Promotion of Hydrogen Economy and Safety Management of Hydrogen).  

However, Lee & Ko’s Projects & Energy team worked closely with the client to develop arguments to emphasise that, among other things, the Ministry’s rejection of the construction plan amendment application was contrary to law, and that subjecting the Project to the HPS system when the first stage of financing had closed would have significant adverse effects on the shareholders, lenders and relevant contractual counterparties, and successfully obtained the approval to amend the construction plan under the RPS system. This averted potential losses amounting to several hundred billion won that was expected to be incurred if the amendment application was rejected. 

Numerous fuel cell power generation projects and renewable energy projects in the market currently face the same or similar legal issues as the Project, and as such, this matter not only has a significant impact on the renewable energy market but also raises considerable implications for future policy reforms. 
 

Lee & Ko advised SK Inc. on the KRW 4.2 trillion sale of its 85% stake in SK specialty, and completed the signing of the share purchase agreement and shareholders’ agreement on December 23, 2024. The Transaction was successfully completed on March 31, 2025.

As part of the Transaction, SK specialty was valued at approximately 4.172 trillion KRW, with the shares sold in this transaction alone amounting to around 2.7 trillion KRW. This represents a large-scale deal, one that is rare in terms of its size for a single transaction. Moreover, in recent years, SK Group has successfully divested multiple affiliates to Hahn & Company, which has effectively managed the acquired companies. Similar to previous transactions, this deal is expected to be mutually beneficial, enhancing the interests of both the seller and the buyer.

SK specialty, a company that produces specialty gases used in the manufacturing of semiconductors and display panels, is a global leader in the production of nitrogen trifluoride (NF₃) and tungsten hexafluoride (WF₆), holding the largest market share worldwide in these fields.

Meanwhile, in line with the SK Group’s CIC (Company in Company) culture, the SK Group has historically managed its materials business by creating synergies across multiple affiliated companies, including SK Inc. As a result, SK specialty, while being an independent company, has relied on services provided by its affiliates for certain business functions. With the termination of its affiliation with SK Group due to this transaction, SK specialty faced challenges in immediately operating as a fully independent company. To address this, the Transaction required the internalization of services previously provided by affiliates of SK Group, including the transfer of relevant tangible and intangible assets, contracts, and personnel from affiliates to SK specialty (or vice versa). Therefore, in addition to the share transfer, a business transfer involving such assets was carried out throughout the deal, creating a unique transaction structure. It is rare for a transaction to combine both a share transfer and a business transfer, and as such, the Transaction encountered a number of issues typically associated with both types of transactions during the negotiation and the contract signing, making it a highly complex deal.

Furthermore, since SK will remain a shareholder with approximately 15% of SK specialty after the Transaction, it was crucial to establish a framework for ongoing cooperation and mutual benefit between the parties, which required careful coordination of the parties' interests and a detailed legal review of related issues.

Through the Transaction, Hahn & Company has significantly expanded its investment portfolio, and SK has secured substantial funding, which will serve as an investment resource for the group’s future growth engines such as artificial intelligence and energy solutions. Acting on behalf of SK Inc., Lee & Ko provided comprehensive legal support throughout the entire Transaction, including sell-side legal due diligence, as well as drafting, negotiating, and executing the share purchase agreement and the shareholders' agreement.

Lee & Ko successfully defended Company A, a major corporate group affiliate, in a case involving the death of a subcontractor’s worker at a coal unloading facility. On March 6, 2025, the court rendered a not guilty verdict for all defendants – Company A, its CEO, and the plant manager – who had been indicted for violations of the Serious Accidents Punishment Act and the Occupational Safety and Health Act.

This marks the first acquittal in a Serious Accidents Punishment Act case involving a major corporate group.

On December 20, 2022, at the coal unloading facility operated by Company A, a dump truck loaded with coal overturned while unloading. The truck, which belonged to a transportation subcontractor, was raised without opening the rear gate of the bed, causing it to tip over. As a result, a worker from another subcontractor who was present at the scene was crushed by the coal and the vehicle and tragically lost his life.

The court held that there was no causal relationship between the fatal accident and any breach of the duty to protect workers from falling object hazards or the alleged failure to establish a safety and health management system under the Serious Accidents Punishment Act. The judgment clarified that the Serious Accidents Punishment Act does not intend to impose strict liability on business owners or management-level personnel. It emphasized that, where the accident clearly resulted from the operational error of the dump truck driver, it would be unjust to impose excessive criminal liability on the Company’s CEO or management.

In the absence of established case law regarding causation under the Serious Accidents Punishment Act at the time, Lee & Ko conducted a thorough analysis of the cause of the accident and objectively demonstrated how the incident occurred. By persuasively arguing that a causal link between a breach of occupational safety and health obligations and the resulting accident is essential, Lee & Ko secured a not guilty verdict.

This decision is expected to serve as a key precedent for determining causation in ongoing and future cases involving workplace fatalities under the Serious Accidents Punishment Act.