As modern society becomes increasingly complex, so do the disputes that arise between economic actors. This is especially true for corporate disputes, which are the core foundation of capitalism, and are much more complex than disputes between individuals.
Among these corporate disputes, control disputes are one of the most complex and difficult to resolve. Control disputes are very difficult to reconcile and resolve because they arise between various stakeholders, such as controlling and minority shareholders, shareholders and directors, CEOs and directors, auditors, and others in many different types, and because the legal interests of these parties are intricately intertwined. In addition to these internal disputes, sometimes control disputes are initiated from outside the company, such as in a hostile M&A.
As a result, control disputes are not the type of dispute that can be resolved uniformly under a particular legal principle, as there are many different types of disputes depending on the area in which they occur, the cause of the dispute, and the parties involved. It is necessary to consider various relevant laws, such as corporate law, capital markets law, antitrust law, labor law, tax law, etc. in a comprehensive manner, and to take both offensive and defensive measures depending on the type of dispute. In addition, while ordinary disputes tend to be one-off disputes about past legal relationships, control disputes are often more complex, involving a tangled web of conflicts and confrontations that not only persist over time, but also evolve as the specific aspects of the dispute continue to change. This is one of the reasons why injunctions, which establish an interim status, are an essential dispute resolution tool in control disputes. In addition, complaints to and responses from the Financial Supervisory Service, Korea Fair Trade Commission, and tax authorities, as well as criminal prosecutions and responses to them, are also used as a means of urgent resolution, and in many cases, main lawsuits, injunctions, complaints to regulatory agencies, and criminal prosecutions are being conducted simultaneously.
Due to the unique nature of these control disputes, it is essential that the legal response be quick and agile, with a thorough understanding of the issues and an accurate diagnosis of each issue depending on the type of dispute, and that the legal response be comprehensive and systematic rather than fragmented.
ClassHankyul's Control Dispute Response Team consists of attorneys with judicial and prosecutorial experience, attorneys specializing in business, economics, accounting and taxation, as well as accountants, tax advisors and other experts in all fields related to control disputes. As a result, we have accumulated a wealth of experience and expertise from litigating and advising on numerous control disputes over the past decade, which enables us to provide clients facing control disputes with prompt solutions and systematic short- and long-term strategies. ClassHankyul's Control Dispute Response Team, which consists of high-level experts, is able to provide clients with comprehensive one-stop legal services related to control disputes by performing the following tasks:
Introduction
Major Business
1. Advice, etc.
- Advice on minority shareholder activism and response
- Advice on Anti-takeover
- Advice on acquisition strategy and defense strategy in connection with hostile M&A
- Strategies for establishing stable corporate governance
- Preparation and maintenance of articles of incorporation, board regulations, and other bylaws
- Preparation and delivery of scenarios for shareholders' meetings and operation of the board of directors
- Observation and on-site response to shareholders' meetings or board meetings
- Advice on the improvement of corporate governance
- Advice on criminal proceedings such as criminal complaints and accusations related to control disputes
- Filing of complaints and charges with major administrative agencies such as the Financial Supervisory Service in connection with control disputes
- Advice on agreements between shareholders
2. Injunctions deciding interim status, etc.
Shareholders' meeting
- Injunction against shareholder proposals and motion for consideration
- Injunction prohibiting shareholders' meetings, Injunction against resolutions of shareholders' meetings, and injunction suspending the effectiveness of shareholders' meetings
- Application for permission to convene extraordinary meetings of shareholders
Board of directors
- Injunction suspending the effectiveness of board resolutions
Share voting rights
- Injunction confirming shareholder status, and injunction confirming non-existence of shareholder status
- Injunction granting of voting rights, Injunction against the exercise of voting rights
- Injunction against solicitation of proxy voting
- Injunction against name change
Injunctions related to access and copying
- Injunction accessing and copying of accounting books
- Injunction accessing and copying of shareholder list
Injunctions related to executive duties
- Injunction suspending director's duties
- Injunction suspending auditor's duties, appointment of a substitute
- Injunction confirming the status of director and auditor
Issuance of stocks and bonds
- Injunction against issuance of new shares, suspension of effectiveness of issuance of new shares, prohibition of exercise of voting rights
- Injunction against issuance of convertible bonds, prohibition of exercise of conversion rights
- Injunction against issuance of bonds with warrants, prohibition of exercise of acquisition rights
3. Main lawsuits
Shareholders' meeting
- Litigation to confirm the revocation, nullity, or non-existence declaration of shareholders' resolutions
- Litigation to revoke or modify a wrongful decision
Board of directors
- Litigation to confirm the nullity or non-existence of resolutions of the board of directors
Share voting rights
- Litigation to confirm shareholder's rights, or to confirm non-existence of shareholder's rights
- Litigation the execute name change procedure
Executive duties
- Shareholder representation litigation
- Litigation to dismiss directors or auditors
- Litigation for damages against directors or auditors
- Litigation to maintain director's misconduct
- Litigation to indemnify directors
Issuance of stocks and bonds
- Litigation to maintain the issuance of new shares
- Litigation to confirm the nullity of issuance or non-existence of new shares, convertible bonds, and bonds with warrants
- Advice on minority shareholder activism and response
- Advice on Anti-takeover
- Advice on acquisition strategy and defense strategy in connection with hostile M&A
- Strategies for establishing stable corporate governance
- Preparation and maintenance of articles of incorporation, board regulations, and other bylaws
- Preparation and delivery of scenarios for shareholders' meetings and operation of the board of directors
- Observation and on-site response to shareholders' meetings or board meetings
- Advice on the improvement of corporate governance
- Advice on criminal proceedings such as criminal complaints and accusations related to control disputes
- Filing of complaints and charges with major administrative agencies such as the Financial Supervisory Service in connection with control disputes
- Advice on agreements between shareholders
2. Injunctions deciding interim status, etc.
Shareholders' meeting
- Injunction against shareholder proposals and motion for consideration
- Injunction prohibiting shareholders' meetings, Injunction against resolutions of shareholders' meetings, and injunction suspending the effectiveness of shareholders' meetings
- Application for permission to convene extraordinary meetings of shareholders
Board of directors
- Injunction suspending the effectiveness of board resolutions
Share voting rights
- Injunction confirming shareholder status, and injunction confirming non-existence of shareholder status
- Injunction granting of voting rights, Injunction against the exercise of voting rights
- Injunction against solicitation of proxy voting
- Injunction against name change
Injunctions related to access and copying
- Injunction accessing and copying of accounting books
- Injunction accessing and copying of shareholder list
Injunctions related to executive duties
- Injunction suspending director's duties
- Injunction suspending auditor's duties, appointment of a substitute
- Injunction confirming the status of director and auditor
Issuance of stocks and bonds
- Injunction against issuance of new shares, suspension of effectiveness of issuance of new shares, prohibition of exercise of voting rights
- Injunction against issuance of convertible bonds, prohibition of exercise of conversion rights
- Injunction against issuance of bonds with warrants, prohibition of exercise of acquisition rights
3. Main lawsuits
Shareholders' meeting
- Litigation to confirm the revocation, nullity, or non-existence declaration of shareholders' resolutions
- Litigation to revoke or modify a wrongful decision
Board of directors
- Litigation to confirm the nullity or non-existence of resolutions of the board of directors
Share voting rights
- Litigation to confirm shareholder's rights, or to confirm non-existence of shareholder's rights
- Litigation the execute name change procedure
Executive duties
- Shareholder representation litigation
- Litigation to dismiss directors or auditors
- Litigation for damages against directors or auditors
- Litigation to maintain director's misconduct
- Litigation to indemnify directors
Issuance of stocks and bonds
- Litigation to maintain the issuance of new shares
- Litigation to confirm the nullity of issuance or non-existence of new shares, convertible bonds, and bonds with warrants
Major Performance
- Handled numerous lawsuits regarding cleanup of C& Group’s affiliates: invalidation of issuance of new shares by C& Hangangland, injunction against exercise of voting rights, etc.
- Defended against a shareholder derivative suit regarding confirmation of invalidity of capital reduction of International Construction and false entries in the business report
- Handled litigation regarding Sejong IB Technology Investment’s aggressive M&A: injunction for execution of a director’s duties, claim for inspection of account books, claim for convocation of an extraordinary meeting of shareholders, criminal complaint, etc.
- Handled Koje Co., Ltd.’s (KOSPI-listed) control dispute litigation: injunction against exercise of voting rights, injunction suspending execution of a director’s duties, injunction suspending illegal conduct, application for extension of creditor objection submission period.
- Handled litigation concerning dispute among largest shareholders of D&Eco (KOSDAQ-listed): injunction against issuance of new shares, criminal complaint, etc.
- Handled litigation concerning minority shareholder dispute of Korea Development Financing Corporation (KOSPI-listed): injunction against holding general meeting of shareholders, litigation seeking cancellation of general meeting of shareholders 4. - Collected investments in numerous companies delisted from KOSDAQ: claim for damages
- Anti-takeover litigation of Korea Tender (KOSDAQ-listed)
- Represented the representative director of Human Com (KOSDAQ-listed) in criminal cases concerning management
- Handled control dispute litigation between S&T Co., Ltd., and Seyang Shipping
- Handled lawsuits for permission to convene the general meeting of shareholder and injunction suspending execution of a director’s duties, etc. regarding the control dispute of Company T (KOSPI-listed company)
- Handled various lawsuits regarding Daehan ***'s anti-takeover case
- Handled injunction against issuance of new shares, injunction against issuance of convertible bonds, application for permission to convene general meeting of shareholders, injunction suspending exercise of voting rights, and injunction suspending holding of general meeting of shareholders regarding control dispute between Company E, PEF and their major shareholders
- Handled injunction against issuance of new shares and injunction against holding of general meeting of shareholders in Ko***’s control dispute case
- Handled shareholder derivative litigation, injunction suspending effect of resolution of general meeting of shareholders, and litigation seeking revocation of resolution of general meeting of shareholders regarding Company W's control dispute case
- Handled dispute concerning Hanil Synthetic Fiber-Tongyang Major merger: litigation seeking invalidation of merger and determination of share purchase price
- Litigation for damages concerning alleged window dressing by Hae Won Steel Tech, International Construction, etc.
- Litigation for damages concerning H&T stock manipulation
- Gloworks’ stock price manipulation case
- EXA E&C’s window dressing and stock price manipulation case
- Window dressing cases of Cecile, TOZAI Holdings, MCTT Core, Daeyang Global, SeenTec, etc.
- Defended against a shareholder derivative suit regarding confirmation of invalidity of capital reduction of International Construction and false entries in the business report
- Handled litigation regarding Sejong IB Technology Investment’s aggressive M&A: injunction for execution of a director’s duties, claim for inspection of account books, claim for convocation of an extraordinary meeting of shareholders, criminal complaint, etc.
- Handled Koje Co., Ltd.’s (KOSPI-listed) control dispute litigation: injunction against exercise of voting rights, injunction suspending execution of a director’s duties, injunction suspending illegal conduct, application for extension of creditor objection submission period.
- Handled litigation concerning dispute among largest shareholders of D&Eco (KOSDAQ-listed): injunction against issuance of new shares, criminal complaint, etc.
- Handled litigation concerning minority shareholder dispute of Korea Development Financing Corporation (KOSPI-listed): injunction against holding general meeting of shareholders, litigation seeking cancellation of general meeting of shareholders 4. - Collected investments in numerous companies delisted from KOSDAQ: claim for damages
- Anti-takeover litigation of Korea Tender (KOSDAQ-listed)
- Represented the representative director of Human Com (KOSDAQ-listed) in criminal cases concerning management
- Handled control dispute litigation between S&T Co., Ltd., and Seyang Shipping
- Handled lawsuits for permission to convene the general meeting of shareholder and injunction suspending execution of a director’s duties, etc. regarding the control dispute of Company T (KOSPI-listed company)
- Handled various lawsuits regarding Daehan ***'s anti-takeover case
- Handled injunction against issuance of new shares, injunction against issuance of convertible bonds, application for permission to convene general meeting of shareholders, injunction suspending exercise of voting rights, and injunction suspending holding of general meeting of shareholders regarding control dispute between Company E, PEF and their major shareholders
- Handled injunction against issuance of new shares and injunction against holding of general meeting of shareholders in Ko***’s control dispute case
- Handled shareholder derivative litigation, injunction suspending effect of resolution of general meeting of shareholders, and litigation seeking revocation of resolution of general meeting of shareholders regarding Company W's control dispute case
- Handled dispute concerning Hanil Synthetic Fiber-Tongyang Major merger: litigation seeking invalidation of merger and determination of share purchase price
- Litigation for damages concerning alleged window dressing by Hae Won Steel Tech, International Construction, etc.
- Litigation for damages concerning H&T stock manipulation
- Gloworks’ stock price manipulation case
- EXA E&C’s window dressing and stock price manipulation case
- Window dressing cases of Cecile, TOZAI Holdings, MCTT Core, Daeyang Global, SeenTec, etc.
