- Legal Review Memorandum ProvidedCross-border · Dispute Resolution
Philippine Joint Venture Agreement Review: Management Control and Recovery of Investment
The client, Company A, is a Korean manufacturer that was pursuing an investment agreement to operate a joint venture with a Philippine company. Company A planned to subscribe for new shares issued by the Philippine company to acquire a 50% stake and to enter into a shareholders' agreement with the local shareholders.Company A was also planning to build production facilities for the joint venture and provide its manufacturing technology locally.However, the draft agreements prepared by local counsel contained several problems, including a mismatch between shareholding and actual management control, the absence of investment recovery mechanisms, and the omission of source technology protection clauses.Before signing, Company A therefore asked DECENT Law Firm to review the investment agreement, the shareholders' agreement, and the local counsel's engagement agreement.
- Foreign-Invested Company Registration CompletedCross-border · Dispute Resolution
A Japanese Corporation’s Acquisition of a Korean Company: From Legal Due Diligence to Foreign-Invested Company Registration
The client, a manufacturing company headquartered in Japan, sought to directly acquire a Korean corporation that had long distributed its products in Korea.The target company imported and sold the Japanese headquarters’ products and maintained stable business relationships with major customers in Korea. The client sought to strengthen its business base in the Korean market by acquiring shares in the corporation and to transfer management control by appointing an executive from the Japanese headquarters as representative director of the Korean corporation.However, the target company’s operations were centered on longstanding relationships of trust between its existing representative director and major customers, and some significant transactions were conducted without separate written agreements.The client therefore sought advice from DECENT Law Firm to identify legal risks in the acquisition and proceed with execution of the share purchase agreement and the foreign investment notificat
- English Legal Opinion ProvidedCross-border · Dispute Resolution
International Aircraft Sale Agreement: Reviewing Contract Validity and Representative Authority under Korean Law
The client, Company A, needed an English legal opinion to satisfy the contractual conditions precedent in the course of entering into an aircraft sale agreement with an overseas company.Given the nature of an international sale agreement, it was necessary to confirm the Korean purchasing corporation’s legal status, its representative’s authority to enter into the agreement, and whether its internal approval procedures had been duly completed.In addition, the binding effect of the agreement under Korean law and regulatory matters concerning overseas payments had to be reviewed separately from the law governing the agreement.The client therefore engaged DECENT Law Firm to review the key Korean-law issues based on the relevant corporate documents and sale agreement and to provide an English legal opinion.
- Successful Completion of Foreign Investment ReportingCross-border · Dispute Resolution
Foreign Investment Report Filing for a Japanese Corporation Acquiring Shares in a Korean Company
Decent Law Firm’s International Practice Group represented a Japan-based company in completing the foreign investment reporting process under the Foreign Investment Promotion Act for the acquisition of shares in a Korean company. The client, a Japanese corporation with no existing office or entity in Korea, sought to acquire management control of a Korean business through a share purchase from a local partner. Under Korean law, a foreign investment report must be completed prior to the remittance of investment funds. However, the process involves a complex set of documentation requirements, including notarization and apostille certifications, many of which must be prepared in the investor’s home jurisdiction. As such, a structured and end-to-end legal approach was required.
- Drafting and Review of the Shareholders’ AgreementCross-border · Dispute Resolution
Investment at the Incorporation Stage, Key Considerations in Drafting a Shareholders’ Agreement
The client was a prospective founder preparing to establish a new company and secured a total investment of KRW 100 million from a personal acquaintance. While welcoming the investment, the client was concerned that the investor might later interfere excessively in management matters or slow down decision-making simply by virtue of being a shareholder. To address these concerns, Decent Law Firm’s Corporate Advisory Team was engaged to advise on the drafting of a Shareholders’ Agreement and a Share Subscription Agreement, with a focus on protecting management control and preventing future disputes.
- Proof of Claim Filed in U.S. Bankruptcy ProceedingsCross-border · Dispute Resolution
Attorney Advisory Case on Filing Proof of Claim in U.S. Bankruptcy Proceedings
The client invested a substantial amount through an overseas platform in a U.S.-based corporation. Subsequently, the corporation experienced financial distress and filed for reorganization under the U.S. federal bankruptcy system, making the recovery of the investment uncertain. A key complication was that multiple affiliated entities within the same corporate group filed separate bankruptcy petitions under different case numbers. As a result, identifying the correct contracting party and determining which legal entity should be designated as the debtor for purposes of filing a proof of claim became the central issue. Specifically, the client faced uncertainty regarding which debtor entity to name and how to structure the claim in order to secure a favorable position in the distribution priority.
- Revised English-Language License Agreement DeliveredCross-border · Dispute Resolution
Legal Review of an International Brand License Agreement
The client was preparing to enter into a license agreement with a well-known international brand and sought a thorough legal review to identify potential dispute risks and structural vulnerabilities, even in provisions that appeared acceptable on their face. In particular, the client required legal assessment of issues directly affecting the commercial structure of the agreement, including the removal of automatic royalty increase clauses and the adjustment of the minimum guarantee (MG). Given the significant impact of these provisions on profitability, the matter required more than simple wording changes and called for a comprehensive understanding of international licensing frameworks. Accordingly, the client engaged Decent Law Firm, which has extensive experience in international brand licensing and cross-border contracts, to provide practical legal advice that could be immediately utilized during negotiations.
- Deliverables: Risk Report & Red-Line DraftCross-border · Dispute Resolution
Legal Review & Risk Assessment of US Joint Venture Supply Agreements
Our client, a Korean parts manufacturer with strong technical expertise, recently began discussions to supply components to a U.S.-based joint venture (“A Corp”) formed by a global automaker and a battery manufacturer. Before finalizing the business relationship, A Corp requested the client to sign an extensive set of U.S. JV standard documents—its General Terms and Conditions and a detailed supply agreement. The client sought Decent Law Firm’s support to conduct a professional legal review. At that time, the client was separately negotiating key commercial terms such as Incoterms, payment schedules, and pricing mechanisms. To avoid entering negotiations at a disadvantage, the client engaged Decent to identify hidden legal risks, detect unfair or overly burdensome provisions on the supplier, and establish a solid legal basis for stable business execution.
- Full Legal Due Diligence Report DeliveredCross-border · Dispute Resolution
Japan–Korea Cross-Border Acquisition: Legal Due Diligence for the Korean Subsidiary
A Japanese manufacturing company sought to acquire its long-term Korean partner through a share transfer structure to ensure stable supply-chain operations. Because Japanese M&A transactions often raise issues involving related-party transactions, unwritten commercial arrangements, and change-of-control risks, the client engaged Decent Law Firm’s International Practice Team to conduct a full-scope legal due diligence. The Korean target operated mainly as an import-distribution business, but the Japanese side identified several areas of concern—including potential related-party dealings, financial soundness, oral contracts with key partners, and latent labor liabilities—requiring comprehensive verification. Decent conducted a Full-Scope Legal Due Diligence on these matters.
- English Supply Agreement Drafted and ReviewedCross-border · Dispute Resolution
Drafting and Reviewing an English Supply Agreement for an Overseas Corporation
A domestic supplier engaged Decent Law Firm to draft and review an English-language supply agreement with a Swiss corporation. The client requested a thorough review of the agreement's terms and an English-formatted draft tailored to the parties' legal and commercial requirements.
- Dispute Prevention Through Contract ReviewCross-border · Dispute Resolution
Review of Overseas Exhibition Business Contract
This legal advisory case involved a contract between an institution and international exhibition artists/teams. The institution sought a comprehensive review of the agreement, covering areas such as exhibition rights, venue details, transportation, liability, and copyright matters.
- Provision of Legal Review for English Term SheetCross-border · Dispute Resolution
Legal Review of Term Sheet Drafting Between Corporations
The client, an overseas company A, sought to expand its products and brand into the Korean market through a contract with Korean company B. To this end, company A prepared a term sheet in English, outlining the license, rights, and obligations granted to company B.Given the nature of English contracts with overseas companies, translating and interpreting the contents can be challenging and complex. Additionally, there was a need to carefully review for any potentially unfavorable clauses. As a result, company B requested Decent Law Firm’s advisory and review services for this term sheet.
