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MPHyeonsu “Elliot” Jin
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PHokyun “Brad” Lim
#Labor · Employment Disputes #Corporate & Biz #Real Estate Disputes · Construction #VC · Financial Advisory #Cross-border · Dispute Resolution
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PYoungyoon ”Yoon” Kwak
#Criminal #Civil #Labor · Employment Disputes #Crypto #Cross-border · Dispute Resolution
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Sunghwan “Sean” Lim
#Civil #Criminal #Crypto #Cross-border · Dispute Resolution #Real Estate Disputes · Construction
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AJuye ”Elizabeth” Han
#Cross-border · Dispute Resolution #Crypto #VC · Financial Advisory #IP Litigation #Administrative
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AHyunsoo “Sue” Rha
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Blogs
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Workplace Harassment Complaints: Procedures and Legal Strategies Explained by an Attorney
What Is Workplace Harassment? Start with the Legal Definition On July 16, 2019, the Korean Labor Standards Act was amended to introduce explicit provisions prohibiting workplace harassment. Under Korean law, workplace harassment exists only when all three of the following elements are satisfied: 1. Abuse of Position or Relationship The conduct must involve taking advantage of one's superior position or influence in the workplace. 2. Exceeding the Proper Scope of Work The conduct must go beyond reasonable work instructions, supervision, or training. 3. Physical or Psychological Harm, or Deterioration of the Working Environment The victim must suffer actual physical or emotional distress or experience a significant deterioration in working conditions. Common examples include: Repeated verbal abuse, insults, or personal humiliation Intentionally excluding or isolating an employee from work Assigning excessive workloads or, conversely, giving no meaningful work at all Requiring personal errands or invading an employee's privacy Bullying or defamatory comments through social media or workplace group chats Even a single incident may constitute workplace harassment if it is sufficiently serious. While repetition is an important consideration, it is not an absolute legal requirement. Workplace Harassment Complaint Procedures If you experience workplace harassment, there are generally four legal avenues available. Step 1 – Internal Company Complaint Under Article 76-3 of the Korean Labor Standards Act, an employer must promptly investigate any reported workplace harassment. If an employer retaliates against an employee for making such a report—for example, through dismissal or other adverse employment actions—the employer may face up to three years' imprisonment or a fine of up to KRW 30 million under Article 109 of the Labor Standards Act. In addition, if the employer fails to fulfill its statutory investigation obligations, an administrative fine of up to KRW 5 million may be imposed. If the employer personally committed the harassment, the fine may be up to KRW 10 million under Article 116 of the Labor Standards Act. However, if the alleged harasser is the CEO or there is a significant risk that the company may conceal or minimize the incident, it is often more effective to proceed directly with an external complaint. Step 2 – Complaint to the Ministry of Employment and Labor If the company refuses to investigate or fails to take appropriate corrective action, you may file a complaint with the competent regional office of the Ministry of Employment and Labor. If you seek criminal sanctions for violations of the Labor Standards Act, a criminal complaint may also be filed. A labor inspector will investigate whether the employer violated applicable labor laws. Step 3 – Criminal Complaint If the conduct also constitutes a criminal offense, you may file a criminal complaint with the police or prosecutors. Depending on the circumstances, workplace harassment may constitute offenses such as: Insult Defamation Assault Coercion For example, repeated verbal abuse or insults made in the presence of others may constitute the crime of insult, while unwanted physical contact or use of force may constitute assault. Step 4 – Civil Lawsuit for Damages Regardless of any criminal proceedings, victims may pursue civil compensation for the physical and psychological harm suffered. Potential damages may include: Psychiatric treatment expenses Emotional distress Loss of income Costs associated with changing employment Claims may be brought not only against the individual perpetrator but also against the employer under the doctrine of employer liability provided by the Korean Civil Act. A Real Case We Successfully Handled A woman in her twenties endured daily verbal abuse from her team leader for nearly two years. Initially, she believed there was no way to prove what had happened. Working together with Decent Law Firm, we systematically organized the available evidence, including: KakaoTalk messages Witness statements from coworkers Medical records from a psychiatrist We simultaneously pursued both a labor complaint and a criminal complaint. As a result, the client received KRW 25 million in settlement compensation, and the team leader was criminally convicted and fined for the offense of insult. Why Work with Decent Law Firm? Workplace harassment cases require a carefully planned legal strategy from the very beginning—especially during the evidence preservation stage. Reporting the incident prematurely or disclosing evidence without a strategy may weaken your legal position. Our attorneys assist clients by: Developing comprehensive evidence preservation strategies Determining the most effective combination and sequence of internal complaints, labor complaints, and criminal proceedings Protecting employees from retaliation, including disciplinary actions or dismissal, and pursuing legal remedies when retaliation occurs Leading settlement negotiations and seeking fair compensation for all damages suffered At Decent Law Firm, we have extensive experience handling employment and labor disputes. Drawing on practical experience gained from both major corporate legal departments and small-to-medium-sized businesses and startups, we provide consistent legal representation from the initial consultation through the final resolution of your case.
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Toxic Clauses in Investment Agreements: Key Red Flags Startup Founders Must Check
The outcome of an investment deal is often determined by the information gap between a founder reviewing their first investment agreement and an investor who has negotiated dozens of them before. Common Investment Documents: SPA, SHA, and Term Sheet When startups raise investment, they usually encounter three core legal documents. ▪️Share Purchase Agreement (SPA) The SPA is the primary agreement governing the investor’s acquisition of newly issued shares. It typically covers investment amount, valuation, closing conditions, representations and warranties, and other key transaction terms. ▪️Shareholders’ Agreement (SHA) The SHA regulates the relationship among shareholders after the investment closes. This document often contains the provisions that most directly affect a founder’s control over the company and future exit strategy, including voting rights, board control, transfer restrictions, drag-along rights, and veto rights. ▪️Term Sheet The term sheet summarizes the core investment terms before the definitive agreements are signed. Although parts of a term sheet may be non-binding, it often becomes the framework for the final contracts. In practice, negotiating leverage decreases significantly once the term sheet is signed. Four Toxic Clauses Founders Frequently Overlook ▪️Liquidation Preference Liquidation preference gives investors the right to recover their investment — sometimes more than their original investment — before founders receive any proceeds in an acquisition, merger, or liquidation event. The economic impact depends heavily on: The multiple (1x, 2x, etc.) Whether the preference is participating or non-participating In some cases, founders may receive little to no proceeds even after a successful exit if the liquidation structure heavily favors investors. ▪️Anti-Dilution Protection Anti-dilution clauses protect investors if future financing rounds occur at a lower valuation. The most aggressive version is the “Full Ratchet” mechanism, which can severely dilute founder ownership. More balanced structures typically use a “Weighted Average” adjustment method instead. Founders should carefully review: Trigger conditions Calculation formula Scope of protected securities ▪️Drag-Along Rights Drag-along provisions allow majority shareholders or investors to force minority shareholders to sell their shares under the same terms during a company sale. Without carefully drafted protections, founders may be forced into an exit they do not support. Key issues to negotiate include: Minimum approval thresholds Minimum sale price Founder consent rights Protection against unfavorable deal structures ▪️Reserved Matters and Investor Veto Rights Reserved matters clauses require investor approval for certain company decisions. While some level of oversight is standard, overly broad veto rights can significantly restrict day-to-day management and strategic flexibility. These provisions sometimes extend beyond major corporate actions and into operational matters such as: Hiring decisions Annual budgets Business expansion New product launches Overly expansive veto rights can effectively undermine founder control. Founder Protection Clauses That Should Not Be Missing Reviewing toxic clauses is only part of the process. Equally important is ensuring that the agreement includes provisions protecting the founder’s long-term position. ▪️Tag-Along Rights Tag-along rights allow founders or minority shareholders to participate in a share sale initiated by major investors or controlling shareholders under the same terms and conditions. This prevents founders from being left behind in a partial exit transaction. ▪️Reasonable Non-Compete Restrictions Non-compete clauses are common, particularly when investors are concerned about founder departures. However, the scope must remain reasonable in: Duration Geographic coverage Industry definition Overly broad restrictions can make it difficult for founders to launch future ventures or continue working in their own field. ▪️Flexible Use of Investment Funds Some investment agreements impose rigid limitations on how capital can be spent. Excessively narrow restrictions may prevent startups from pivoting or adapting to market conditions. Maintaining flexibility in operational spending categories is often critical for early-stage companies. Why Startup Founders Should Involve a Lawyer Early Investment agreement review is not simply about proofreading a contract. A startup investment lawyer should help with: Identifying and negotiating toxic clauses Structuring founder protection provisions Anticipating future fundraising and exit scenarios Preparing negotiation strategies against investor revisions Balancing governance and operational flexibility Most importantly, legal review should begin at the Term Sheet stage. Once a founder signs a term sheet, investors often treat the agreed terms as commercially settled, making it far more difficult to renegotiate key provisions later in the process. In many startup investments, the best time to negotiate is before signing anything — not after.
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Startup M&A: Why It’s Back in Focus in 2026—and How to Use It Strategically
M&A is no longer a last resort. It has become a core strategy for accelerating growth. The global M&A market has clearly entered a recovery phase in 2026. As the pace of technological change continues to accelerate, companies are finding it increasingly difficult to keep up through internal development alone. As a result, acquiring critical technologies, data, and platforms through M&A has become a more prominent and practical strategy. This shift is especially visible in the startup ecosystem. Startup M&A as a Growth Strategy Today, many founders no longer view M&A as something to consider only when the company is struggling. Instead, it is increasingly used as a proactive tool to scale faster. Raising capital alone often has limits—whether in expanding market share, building in-house technology, or hiring top-tier talent. Acquiring a company with the capabilities you need can be a far more efficient solution. Common M&A approaches include: Horizontal Integration: Acquiring competitors or similar services to rapidly expand customer base and revenue (common in e-commerce, SaaS, and platform businesses) Acqui-hire: Acquiring teams with strong technical capabilities to secure both talent and intellectual property (frequent in AI, fintech, and legal tech) AI Roll-up Strategy: Acquiring underperforming companies and improving operational efficiency through AI (applicable across industries) In particular, industries such as healthcare, logistics, and legal tech—where data and automation are critical—are seeing a growing number of cases where larger SaaS companies acquire AI startups to enhance their product offerings. The Korean Market and Key Strategic Sectors In Korea, investment capital in 2026 is being concentrated in six key sectors: AI, biotech, content, defense, energy, and advanced manufacturing. Alongside this trend, founders are increasingly thinking beyond the traditional “fundraising → growth” model. Instead, a more strategic cycle is emerging: fundraising → strategic M&A → accelerated growth For startups operating with limited resources but facing intense competition, M&A can be one of the most powerful tools to quickly expand market presence and reshape the competitive landscape. When Should Your Company Consider M&A? For startups and growth-stage companies, there are several practical scenarios where M&A becomes highly relevant: Market Entry: When you need immediate access to local networks or infrastructure in a new market Technology Bottlenecks: When critical technology already exists externally but would take years to build in-house Team Building Challenges: When you want to onboard a proven, high-performing team at once Post-Investment Strategy: When you need to deploy capital efficiently after a major funding round However, M&A should never be pursued as an end in itself. A single transaction can impact shareholding structure, control, investor relations, tax, and employment matters. Without a clear post-merger integration (PMI) plan, even a well-executed deal may fail to deliver meaningful results. For Companies Considering M&A At Decent Law Firm, our Corporate Practice Group provides end-to-end legal support for startups, venture-backed companies, and SMEs throughout the entire M&A lifecycle. Our services include: Structuring and negotiating share purchase and asset transfer agreements Reviewing investment agreements and shareholder arrangements Conducting legal due diligence and transaction structuring Managing legal risks during post-merger integration (PMI) We approach M&A not as a one-time transaction, but as a continuous strategic process that directly impacts your company’s long-term growth. Ultimately, the key question is not whether to pursue M&A, but when and how to use it effectively. The right approach depends entirely on your company’s stage, resources, and strategic goals. If you are exploring whether M&A could be a viable growth strategy for your business, we encourage you to reach out. Our team will work closely with you to assess realistic options and design a tailored approach aligned with your objectives.
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Why AI Startups in Korea Need IT Legal Counsel
Before you build, make sure your service is structured to survive legally — not just technically. The Best Time for Legal Advice Is Before You Launch Getting an AI model up and running, connecting APIs, and opening a beta service can happen surprisingly fast. But building a service that is legally sustainable — one that properly addresses data use, privacy, copyright, and liability — is an entirely different challenge. Legal counsel is most effective not after development, but at the service planning and data architecture stage. A last-minute terms review before launch is a patch, not a solution. The following questions need to be answered before you write a single line of code. What data can you legally collect, store, and use for training? Is it legally safe to use customer data for model fine-tuning? Who owns the copyright to AI-generated outputs, and who is liable when things go wrong? Building a service without addressing these questions means going to market with structural vulnerabilities already baked in. 3 Regulatory Risks Every AI Startup in Korea Must Address As of 2026, the regulatory environment for AI startups operating in Korea has crystallized around three key areas. First, Korea's AI Basic Act is now in effect, introducing formal requirements around explainability, safety, and accountability for AI services. Second, the Personal Information Protection Commission has introduced punitive fines and class action mechanisms, making data incidents an existential risk rather than a compliance footnote. Third, when your infrastructure combines third-party AI APIs with cloud and SaaS tools, failing to clearly define terms, licensing boundaries, and liability exposure means that in any dispute, the startup absorbs all the risk while platform providers walk away unaffected. If Any of These Apply to You, Get Legal Advice Now You should seek IT legal counsel if you are in any of the following situations. You are designing a data collection or AI training pipeline for a new service You are providing B2B white-label or custom solutions built on third-party AI APIs Your Terms of Service or Privacy Policy do not accurately reflect how your service actually works Your B2B contracts have unclear SLA terms, liability caps, or IP ownership provisions You have already launched but feel uncertain about your data, contract, or terms structure The assumption that "we can fix it after launch" is a costly one. The larger your service grows, the more expensive and disruptive it becomes to restructure the legal foundation underneath it. How Decent Law Firm's Corporate Legal Team Works Decent Law Firm goes beyond reviewing contracts and terms in isolation. We take an integrated approach — examining your service architecture, data flows, and business model together to identify and address legal risks before they become problems. Service structure and data flow analysis AI, privacy, and contract risk mapping Terms of Service, Privacy Policy, and internal policy review B2B and SaaS contract structure design Legal structuring for investment readiness and international expansion If you are building an AI service or have already launched but are uncertain about your legal structure, contact Decent Law Firm today.
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Korea's E-Commerce Act Amendments: 3 Legal Risks for Platform and Commerce Operators
The proposed amendments to the Enforcement Decree and Enforcement Rules of Korea's Act on Consumer Protection in Electronic Commerce have significantly raised the legal compliance bar for platform and commerce businesses operating in the Korean market. This is not simply a matter of updating a few lines in your terms of service. The changes affect the full scope of operational structure — from how reviews are managed, to how payment screens are designed, to the extent of liability for C2C intermediary platforms. Here are the three risks that require the closest attention right now. 1. Review and Rating Operations: No Policy Means Liability The amendments are designed to require platforms to clearly disclose to consumers the rules governing user reviews and ratings. Specifically, platforms will need to communicate who is eligible to write a review, how long reviews remain posted, how ratings and scores are calculated, the criteria and procedures for removing or hiding reviews, and how users can contest a removal decision. The following situations already represent concrete legal exposure: Selectively removing or hiding critical reviews without publicly disclosed internal criteria, displaying sponsored or paid reviews in the same format as organic user reviews, and mixing undisclosed paid advertising placement into rating or ranking algorithms — all of these create regulatory risk under the amended framework. The bottom line is documentation. Precisely defining when reviews can be posted and when they can be taken down — across your terms of service, operational policies, and internal management manuals — is the most urgent compliance task right now. 2. Dark Pattern Regulation: A Baseline Risk for Every Commerce Operator The amendment package, together with consumer protection guidelines already in force, is tightening regulation of so-called dark patterns — deceptive interface design practices — across pricing, discounts, shipping, refund policies, subscription structures, and cancellation UX. The practices most likely to attract scrutiny include: overstating discounts or coupon value relative to the actual amount charged at checkout; obscuring auto-renewal or subscription conversion terms, or making cancellation buttons difficult to find; and failing to clearly display shipping costs, additional fees, or return conditions before the final payment step. Under the revised penalty framework, a single repeat violation can now trigger a surcharge of up to 50% on top of the base penalty, and four or more repeat violations can result in a surcharge of up to 100% — with administrative fines also being raised across the board. For startups, e-commerce operators, and platform businesses, this means UI/UX design decisions — not just contract language — now need to be reviewed through the lens of the E-Commerce Act and consumer protection law. 3. C2C Platform Liability: The Limits of Intermediary Immunity The amended E-Commerce Act and its follow-on enforcement decree now impose affirmative obligations on C2C (consumer-to-consumer) platforms as registered e-commerce intermediaries — regardless of whether they are direct sellers. Under the proposed rules, the range of personal information platforms must verify for individual sellers is being narrowed: the existing five-item requirement (name, date of birth, address, phone number, email address) is being reduced to two (phone number and email address). However, obligations to preserve and provide transaction records and to cooperate in consumer dispute resolution are being strengthened. The defense that "we bear no responsibility because we are merely an intermediary" is becoming increasingly untenable. What will determine the scope of a platform's legal liability is how it has structured its terms of service liability limitations, its dispute resolution and reporting processes, and its criteria for sanctioning or removing sellers. What Should You Be Reviewing Now? These amendments are not an abstract legal development — they directly affect platform architecture (marketplace, C2C, cross-border), review and ranking logic, and the design of pricing, subscription, and cancellation flows. Decent Law Firm's Corporate Practice provides integrated legal support through our E-Commerce Law, Platform Advisory, and Consumer Protection Law practices — covering full review and revision of terms and operational policies, legal guidance on UI/UX design to eliminate dark pattern exposure, and the design of documentation structures to withstand regulatory scrutiny and disputes. If you need to assess whether your platform's review policies or payment structures are compliant with the amended framework, contact Decent Law Firm today.'
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Startup Incorporation in Korea - It Doesn’t End with Registration
Incorporating a startup is not just a matter of filing paperwork. It is a strategic process of designing your equity structure, voting rights, and shareholder relationships. The way you structure your company at the beginning will directly impact future investment opportunities, control over management, and the risk of disputes. Why Start as a Corporation from Day One In Korea, more startups are choosing to incorporate from the outset rather than starting as sole proprietorships. This is because, under a sole proprietorship, the founder bears unlimited personal liability, and risks grow rapidly as the business scales. In addition, most investment programs, government grants, and certifications are designed specifically for incorporated entities. The Most Common Risk: 50:50 Equity Split One of the most frequent mistakes among co-founders is a 50:50 equity split. While it may seem fair at first, it often leads to deadlocks in critical decisions such as appointing a CEO, approving investments, or entering into major contracts. Another issue arises when founders’ contributions change over time, but ownership remains fixed—often leading to conflict and, in many cases, legal disputes. To mitigate these risks, equity should be structured based on roles and contributions, and paired with vesting mechanisms tied to actual participation. Articles of Incorporation Are Not Enough- Why a Shareholders’ Agreement Is Essential If the articles of incorporation serve as the company’s constitution, a shareholders’ agreement functions as a detailed private arrangement among founders. Key matters that should be addressed separately include: Share buyback mechanisms (e.g., call options) Voting rights and decision-making structures Risk management when a founder exits Non-compete obligations and IP protection Without these provisions, resolving disputes later can become significantly more difficult. Structuring for Investment and Government Programs From the incorporation stage, startups should prepare for future investment and growth. Investment readiness → Establishing board structure and preferred share frameworks Government support and certifications → Designing capital and governance structures aligned with venture certification or special programs Early-stage structuring can have a decisive impact on both investment terms and founder control. How Decent Approaches Startup Incorporation Decent Law Firm does not simply handle registration. We act as a strategic partner in designing your startup’s legal and governance framework. Equity structuring for co-founders Integrated design of articles of incorporation and shareholders’ agreements Stock option and investment structure planning Structuring with future investment, exit, and global expansion in mind Incorporation Is Just the Beginning The way you design equity and shareholder relationships will define your company’s future and control structure. If you are currently deciding how to allocate equity among co-founders, or need to review your structure before incorporation, We invite you to consult with Decent’s Corporate Practice Team.
