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On June 13, 2025, LG Chem entered into a Business Transfer Agreement to sell its Water Solutions business to Korea Water Solution Holdings, a subsidiary of Glenwood Private Equity, with the rights and obligations of the business subsequently transferred to NanoH2O, Inc. As legal counsel to LG Chem, Lee & Ko successfully provided comprehensive legal services throughout the entire process leading to the successful closing of the transaction.

This carve-out transaction involved significant complexities, as the seller was required not only to divide and transfer part of the site it currently occupies but also to transfer contracts, workforce, licenses, assets, rights, and obligations on a detailed, item-by-item basis. Additionally, to ensure a smooth transition, both parties had to agree on various operational matters, such as joint use of facilities, utility supply, and transition support.

Throughout the process, Lee & Ko provided swift and effective legal counsel on issues ranging from the division and sale of the factory site, the review of regulatory requirements for business and environmental permits, to negotiating and executing ancillary agreements essential for the seamless execution of the business transfer. The firm’s prompt and strategic advice played a critical role in the successful completion of the transaction.
 

Lee & Ko advised on an absorption-type merger transaction in which SK On was the surviving company and SK Enmove was the dissolving company.

The transaction attracted significant market attention because (i) it was carried out as part of a structural reorganization within the SK Group, one of the largest conglomerates in Korea, (ii) the combined net asset value of the merging entities amounted to approximately KRW 18 trillion, making it one of the largest M&A transactions in Korea this year in terms of scale, and (iii) each of the merging entities had financial investor (FI) shareholders, and the merger was linked to those FI shareholders’ exit.

In particular, through this transaction, SK On seeks to generate synergies in areas such as batteries and lubricants for electric vehicles by merging with SK Enmove, a company engaged in the production and sale of base oil and lubricants. The merger has also laid the groundwork for the continued growth of SK On’s battery business. As a result, SK On is regarded as having significantly strengthened its capabilities to lead Korea’s energy and materials industries.

Lee & Ko provided comprehensive legal advice to the merging companies and their largest shareholder, SK Innovation, including scheduling the transaction timeline, drafting the merger agreement, negotiating with FI shareholders and preparing related agreements, filing merger control notifications, and advising on other procedures and legal issues relating to the transaction. By appropriately analyzing the various legal issues involved and proposing effective solutions, the firm is regarded as having successfully advised on the transaction.
 

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 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 provided legal advice on a transaction in which Hanwha Hotels & Resorts Co., Ltd. (the "Acquirer") acquired 58.62% of the shares in OurHome Co., Ltd. (the "Target Company"), a company engaged in corporate catering, from the major shareholders of the Target Company for approximately KRW 870 billion (the "Transaction").

In this case, the structure of the transaction involved acquiring the Target Company through the Acquirer, which was jointly invested in by a financial investor (FI), making it essential to have prompt discussions regarding the FI and the terms of its investment for the successful completion of the transaction. Additionally, the transaction faced high complexity and attracted attention in the market due to various legal issues, such as (i) the participation of only some major shareholders, despite the presence of several key shareholders with different interests in the Target Company, (ii) one of the sellers having entered into a joint disposal agreement regarding its shares with another major shareholder who did not participate in the transaction, and (iii) the existence of a provision in the Target Company's articles of incorporation that grants shareholders pre-emptive rights to purchase shares by other shareholders.

Lee & Ko provided comprehensive legal advice throughout the entire process, from due diligence on the Target Company, reviewing various legal issues, negotiations, and contract execution with the sellers and FI investors. The firm actively communicated and negotiated with investors, major shareholders, and other stakeholders, offering timely legal advice, which contributed to the successful and swift execution and completion of the transaction.
 

Lee & Ko has advised LG Energy Solution, Ltd. (“LGES”) in connection with the acquisition by LG Energy Solution Michigan, Inc., a wholly-owned subsidiary of LGES (“LGESMI”), of Ultium Cells LLC’s (“UC”) third manufacturing plant located in Lansing, Michigan, United States. UC is a wholly-owned subsidiary of Ultium Cells Holdings LLC, in which LGES and General Motors Holdings LLC (“GM”) each holds a fifty percent (50%) stake (the “Transaction”). The Transaction was effectively a bilateral transaction involving LGES on one side (on behalf of LGESMI) and GM on the other side (on behalf of UC).   

LGES stands at the forefront of the global rechargeable battery market, with a growing presence across North America supported by a world-class manufacturing and innovation platform. Through this Transaction, valued at approximately USD 2.1 billion, LGES has substantially enhanced its production capacity and operational efficiency in North America. Amid rapidly increasing demand in the region, the ability to leverage a fully constructed facility enables LGES to minimize new capital expenditures and accelerate time-to-market. In the context of the United States’ increasingly protectionist policy environment, the Transaction is also notable for expediting LGES’s establishment of a robust local production system in the United States, strengthening its local supply capabilities.

Lee & Ko has provided comprehensive and efficient legal advice to LGES on all critical aspects of the Transaction, including the negotiation and execution of the asset transfer agreement, merger filing, and closing. Lee & Ko’s seamless support contributed to the successful execution of the transaction documents and timely closing. Following the execution of the asset transfer agreement, certain supplemental agreements, including a land purchase agreement and land licensing agreement, are under negotiation. Lee & Ko continues to provide LGES with effective legal advice on these supplemental agreements.
 

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.
 

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.

The merger transaction (the “Transaction”) between Sapion Korea, Inc. and Rebellions Inc. (the “Merger Agreement”), with Sapion Korea, Inc. as the surviving entity and Rebellions Inc. as the dissolving entity, was executed on August 20, 2024, and was consummated on December 1, 2024, designated as the effective date of the merger.

Sapion Korea, Inc. and Rebellions Inc. are leading players in the domestic AI semiconductor market. This merger was undertaken to establish a representative AI company in Korea and   enhance competitiveness in the global AI semiconductor industry. Notably, the Transaction was structured as a merger between unaffiliated companies—a relatively uncommon occurrence—requiring careful pre-transaction alignment of the parties’ interests, as the two entities would be integrated into a single organization following the closing of the Transaction.

Acting on behalf of Sapion Korea, Lee & Ko provided comprehensive legal support throughout the Transaction, including the design of the transaction structure, timeline management, and compliance with disclosure requirements. In particular, Lee& Ko provided effective and systematic legal advice on various matters arising during the Transaction, including drafting the merger agreement, negotiating with stakeholders, and preparing the shareholders’ agreement. Through these efforts, Lee & Ko contributed to the efficient and successful completion of the Transaction within a short timeframe.