Insights

• In South Korea, family struggles and key shareholder disputes over control of conglomerates, or chaebols, have long posed risks to minority shareholder interests.
• As the chief of South Korea’s Financial Supervisory Service raises concerns over a bid to take over Korea Zinc, many are preparing for impact on shareholder value. 
• Global investors, including activist funds, should consider deploying creative strategies to maximize their positions.

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• Opportunities for activist investors in Korea are expanding, but as an ongoing dispute involving LG shows, corporate succession disputes involving chaebols can be a source of risk.
• These family struggles can lead to attempts at corporate changes that conflict with the interests of minority shareholders.
• Investors and activists should understand the risks and their options by working with international counsel to protect their rights.

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• Cross-border disputes involving ultra-high-net-worth individuals (UHNWIs) can often turn personal.
• Commercial counterparties may try to make the UHNWI individually liable, putting their personal assets at risk.
• However, if there is a connection to Delaware, UHNWIs can leverage the favorable tools available in the jurisdiction to resolve disputes in their favor.

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• After the SPAC boom of 2020 and 2021, many de-SPACed companies are now facing cash constraints and even bankruptcy.
• Companies and their sponsors could face increasing scrutiny and disputes from shareholders, creditors or regulators as a result.
• We explain how sponsors can be best positioned to prepare for the legal, financial and reputational risks that follow.

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• 2023 has continued a trend of increasingly energetic shareholder activism in Korea.
• The most recent annual general meeting season has shed light on the paths activist investors can take to increase their chances of success.
• Our team explores the main takeaways and lessons learned from the season.

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• Recent developments in the Korean legal landscape have been in activist investors’ favor, opening new opportunities to assert their rights and interests in Korean companies.
• Still, the intricacies of the Korean market and the dominance of chaebols mean investors should still tread carefully.
• Creative strategies that navigate these complexities can bring investors the greatest chances of success.

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• The Korean corporate landscape is becoming more favorable for activist campaigns.
• Foreign activist investors have new opportunities to push for change and maximize value, even against the biggest chaebols.
• Our team explains what these developments mean and how investors can take advantage.

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• Minority shareholders have options to stand up to majority shareholders and directors, such as unfair prejudice claims or derivative actions.
• However, if these do not achieve the desired result, one more tool is available to exert pressure: a just and equitable winding up.
• We lay out how this tool can be applied in five key jurisdictions for corporate structures in Asia.

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• Recent developments in Korea have made Korean chaebols attractive to overseas activist investors.
• However, the intricacies of Korean capital markets and legal practice, and the influence of chaebols, mean investors need to tread carefully.
• Only by engaging in creative strategies that consider local and overseas factors can investors have the greatest chance of maximizing shareholder value.

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• Minority shareholders may be surprised to learn that they have effective options when a director or other fiduciary has harmed the company.
• However, the situation may be complicated when structures cross borders, as many corporate structures in Asia do, including spreading offshore.
• Our Claim Monetization team explores how shareholders can deploy derivative actions in five key jurisdictions across Asia Pacific, the UK and the Caribbean as part of an effective cross-border strategy.

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• Minority shareholders may have certain remedies available when they feel their rights have been unfairly prejudiced by the majority.
• However, the situation may be complicated when structures cross borders – typical corporate structures in Asia may spread across offshore and other key regions.
• Our Claim Monetization team lays out the basic parameters of the tools open to minority shareholders across five key jurisdictions.

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• Minority shareholders of South Korean industrial conglomerates, or “chaebols,” have had few ways to protect their interests against controlling shareholders.
• However, with the passage of new amendments to the Korea Commercial Code (KCC), minority shareholders have gained new tools to even the playing field.
• Our Claim Monetization and Dilution team looks at the key changes and implications that minority shareholders and activist investors should know about.

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• Chinese businesses tend to favor offshore jurisdictions for setting up joint venture (JV) structures, but deadlock can ensue if partners differ into a dispute.
• A litany of offshore legal tools exists, from provisions in the JV's constitutional documents to the appoint of a receiver to restore control to the wronged party.
• However, the process for deploying these options differ based on each jurisdiction, and it is advisable to seek counsel before acting on any strategy.

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• Corporate directors and their counsel should understand the nuances of cross-border independent investigations, which can create pitfalls for even the most experienced corporate advisers.
• Although the stated risks are common to many types of cross-border investigations, they can be unexpected for corporate advisers whose primary experience is U.S.-based.
• Strategically navigating the pitfalls stated within is vital because the business judgment rule does not protect a board or a company from violations of the foreign laws discussed.

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