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The Private Equity Review Law Business Research Editor Kirk August Radke
ThePrivate Equity
Review
Law Business Research
Editor
Kirk August Radke
2
The Private Equity Review
Reproduced with permission from Law Business Research Ltd.
This article was first published in The Private Equity Review, 1st edition(published in April 2012 – editor Kirk August Radke).
For further information please [email protected]
The Private Equity
Review
EditorKirk August Radke
Law Business Research Ltd
PuBLiShER Gideon Roberton
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SuBEditoR caroline Rawson
EditoR-in-chiEF callum campbell
mAnAGinG diREctoR Richard davey
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Acknowledgements
iii
Editor’s Preface ................................................................................................viiKirk August Radke
Part I Fundraising ................................................ 1–110
Chapter 1 BRAziL ................................................................................... 3Enrico Bentivegna, Jorge NF Lopes Jr and Vitor Fernandes de Araujo
Chapter 2 cAymAn iSLAndS ............................................................ 14Nicholas Butcher and Iain McMurdo
Chapter 3 FRAncE ............................................................................... 23Stéphane Puel and Julien Vandenbussche
Chapter 4 JAPAn ................................................................................... 38Kei Ito, Taku Ishizu and Akihiro Shimoda
Chapter 5 KoREA .................................................................................. 48Alex KM Yang, Young Man Huh, Hong Moo Jun and Sae Uk Kim
Chapter 6 LuxEmBouRG ................................................................... 56Marc Meyers
Chapter 7 nEthERLAndS ................................................................. 65Mark van Dam
Chapter 8 unitEd KinGdom .......................................................... 75Mark Mifsud
Chapter 9 unitEd StAtES ................................................................ 87John Ayer, Susan Eisenberg and Raj Marphatia
conTEnTs
Contents
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Part ii invEsting .................................................. 111–375
Chapter 1 BELGium ........................................................................... 113Stefaan Deckmyn and Wim Vande Velde
Chapter 2 BRAziL ............................................................................... 126Álvaro Silas Uliani Martins dos Santos and Felipe Tavares Boechem
Chapter 3 cAnAdA ............................................................................ 137Brian M Pukier and Sean Vanderpol
Chapter 4 chiLE ................................................................................. 147Andrés C Mena, Salvador Valdés and Francisco Guzmán
Chapter 5 chinA ................................................................................ 158Pierre-Luc Arsenault, Jesse Sheley and David Patrick Eich
Chapter 6 dEnmARK ......................................................................... 177Hans Christian Pape, Lise Lotte Hjerrild and Christel Worre-Jensen
Chapter 7 FRAncE ............................................................................. 187Olivier Diaz, Martin Lebeuf, Yann Grolleaud, Hugo Diener and Bertrand de Saint Quentin
Chapter 8 GERmAny ......................................................................... 204Hans-Jörg Ziegenhain and Alexander G Rang
Chapter 9 indiA ................................................................................. 215Vijay Sambamurthi
Chapter 10 iRELAnd ........................................................................... 228David Widger
Chapter 11 itALy .................................................................................. 242Fabio Labruna
Chapter 12 JAPAn ................................................................................. 251Kei Ito, Taku Ishizu and Tomokazu Hayashi
v
Chapter 13 KoREA ................................................................................ 261Jong Koo Park, Hae Kyung Sung, Kyle Byoungwook Park and Jaehee Lauren Choi
Chapter 14 nEthERLAndS ............................................................... 271Bas Vletter and Lucas Cammelbeeck
Chapter 15 PoRtuGAL ....................................................................... 281Tomás Pessanha and Manuel Liberal Jerónimo
Chapter 16 SinGAPoRE ...................................................................... 294Christy Lim, Quak Fi Ling and Dawn Law
Chapter 17 South AFRicA ................................................................ 306Mohamed Sajid Darsot and Tanya Lok
Chapter 18 SPAin .................................................................................. 321Christian Hoedl and Carlos Daroca
Chapter 19 SWitzERLAnd ................................................................ 332David Ledermann, Olivier Stahler and Nicolas Béguin
Chapter 20 unitEd ARAB EmiRAtES ............................................. 342Amjad Ali Khan and Omar H Ayad
Chapter 21 unitEd KinGdom ........................................................ 347Stephen Drewitt
Chapter 22 unitEd StAtES .............................................................. 362Norbert B Knapke II
appendix 1 ABout thE AuthoRS ................................................. 376
appendix 2 contRiButinG LAW FiRmS’ contAct dEtAiLS ... 397
Contents
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Editor’s PrEfacE
This inaugural edition of The Private Equity Review contains the views and observations of leading private equity practitioners in 24 jurisdictions, spanning every region of the world. This worldwide survey reflects private equity’s emerging status as a global industry. Private equity is not limited to the United States and western Europe; rather, it is a significant part of the financial landscape both in developed countries and emerging markets alike. Today, there are more than a dozen private equity houses that have offices around the world, with investment mandates matching such global capabilities. In addition to these global players, each region has numerous indigenous private equity sponsors.
As these sponsors seek investment opportunities in every region of the world, they are turning to practitioners in each of these regions and asking two key commercial questions: ‘how do I get my private equity deals done here?’, and the corollary question, ‘how do I raise private equity money here?’ This review provides many of the answers to these questions.
Another recent global development that this review addresses is the different regulatory schemes facing the private equity industry. Policymakers around the world have recognised the importance of private equity in today’s financial marketplace. Such recognition, however, has not led to a universal approach to regulating the industry; rather, policymakers have adopted many different schemes for the industry. The following chapters help provide a description of these various regulatory regimes.
I wish to thank all of the contributors for their support of this inaugural volume of The Private Equity Review. I appreciate that they have taken time from their practices to prepare these insightful and informative chapters.
Kirk August RadkeKirkland & Ellis LLPNew YorkApril 2012
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Chapter 5
Korea
Alex KM Yang, Young Man Huh, Hong Moo Jun and Sae Uk Kim 1
I GENERAL OVERVIEW
For the sake of clarity, private equity funds can be largely categorised into offshore and onshore private equity funds based on the location of the fund vehicles to which investors commit their capital.2
One of the most widely used private equity funds in Korea (‘Korean PE fund’) is in the form of a corporate vehicle, a hapja hoesa, as prescribed in the Financial Services and Capital Markets Act (‘the FSCMA’). A Korean PE fund, which was introduced into the FSCMA in 2004, is designed to make and hold controlled-equity investments that would be comparable to a typical ‘buyout’ fund in other jurisdictions. For example, there are certain management requirements to Korean PE funds, such as having to invest in a company for the purpose of participating in company’s management, and having to hold shares of the target company for at least six months. In short, the asset classes a Korean PE fund is permitted to acquire is quite narrow, and hence other private equity funds such as mezzanine funds, venture capital funds and distressed funds cannot be formed as a Korean private fund. Meanwhile, other separate laws in Korea govern other private equity fund regimes, such as the corporate restructuring private equity funds and foreign natural resources development private equity funds.
Whereas the Korean PE fund is allowed under the FSCMA, the venture capital fund is prescribed in four separate special laws, which means that, precisely speaking,
1 Alex KM Yang is a senior foreign attorney, Young Man Huh is a senior attorney, Hong Moo Jun is an adviser and Sae Uk Kim is an attorney at Kim & Chang.
2 For the purposes of this chapter, onshore private equity funds in Korea (i.e., private equity funds that are established according to the laws and regulations in Korea) will be discussed hereunder, and will primarily cover the most popular forms of private equity funds available in Korea, namely the Korean private equity fund and the VC fund.
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there are four different regulatory regimes that govern what can be described as ‘venture funds’ (see below).
As of 31 December 2011, there were altogether 168 Korean PE funds registered, with the total commitment amount of approximately $26.4 billion. With respect to the venture capital funds, there are 511 funds with the total commitment amount estimated at $9.3 billion.
2005 2006 2007 2008 2009 2010 2011
Number of registered funds 15 25 44 76 110 148 168
Total commitment amount (trillion won) 4.7 6.2 9.0 14.6 20.0 26.6 29.8
* Sources: Financial Supervisory Commission/Financial Supervisory Service
Since the inception of the Korean PE fund regime in 2004, the Korean PE fund market has experienced remarkable growth in both the number of funds and the amount committed. The number of Korean PE funds and the total commitment amount in 2010 was 234 per cent and 197 per cent higher respectively, than in 2007. This trend is expected to continue as general partners (‘GPs’) build up a good track record and more companies and wealthy individuals in Korea are increasingly exposed and attracted to the private equity fund market.
Investments by Korean PE funds have concentrated on Korean companies, but such trend is notably changing as more and more are now also investing in foreign companies. During its early stages, foreign investment by Korean PE funds were concentrated in the US and other developed countries, but since 2008, investment in China, Taiwan, and Hong Kong has started to increase, leading to more geographical diversity in investment portfolios.
As the legal framework for Korean PE funds went into effect on December 2004, the majority of limited partners (‘LPs’) have only recently started to receive investment returns, bearing in mind the usual fund term of five to seven years in the case of a typical Korean PE fund: generally, they have been offered with a shorter fund term compared with the international standard of 10 to 12 years. Korean PE funds that have closed more recently, however, have seen a more extended fund term, closer to the international norm. In addition, many Korean PE funds have been established for the purposes of acquiring specific investment targets (project-based funds).
Since many Korean PE funds now in operation were set up after 2007, it will take some years before investors will see their profit (or loss) realised. Nevertheless, some of the more established and well-regarded GPs have built good reputations and more investment is being sought and raised for the Korean PE funds. Also, with gradual improvement in investor confidence with these GPs and the private equity investments as a whole, the number of blind-fund private equity funds is on the rise.
During the early years of the Korean PE fund market, most LPs were financial institutions and pension funds (e.g., 80 per cent of all LPs in 2005). The composition of LPs has gradually changed, however, and now more capital commitment is allocated
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from general corporations for the Korean PE funds (up from 11 per cent in 2004 to 30 per cent in 2010).
Although Korean PE funds of all sizes have increased their numbers over the years, starting from 2007, there has been a spectacular growth in the number of small private equity funds (total commitment of less than $100 million). These small funds generally invest in small to medium-sized businesses.
Meanwhile, two sub-types of venture capital fund – the ‘small and medium company investment partnership’ and the ‘new technology investment partnership’ – were introduced back in 1986. Despite this early start, due to strict investment restrictions and limitations on target companies, the venture capital fund market continued to remain rather limited in its total commitment size. After the introduction of the Korean PE fund under the FSCMA, many venture capital managers entered the Korean PE fund market instead to act as GPs. As venture capital funds can only invest in small and medium-sized businesses or venture companies, managers usually prefer to form their funds under the Korean PE fund legal framework.
Traditionally, the private equity fund market in Korea has been driven by only a handful of governmental investors such as National Pension Service and Korea Finance Corporation playing the role of significant or anchor LPs. The Korean PE fund market is still at an early stage of development and therefore GPs with established track records are quite hard to find; however, given that domestic LPs generally tend to favour less risky investments, even in alternative investment areas, there seems to be a tendency towards LPs investing more into funds set up by the GPs with certain requirements and records.
The time required to raise private equity funds in Korea depends greatly on the scale of the fund and the number of investors solicited. Roughly speaking, raising funds for a small private equity fund involving a couple of LPs would take roughly three to four months, while for a large private equity fund involving numerous LPs, this may take up to about a year. Where highly recognised institutional investors such as National Pension Service have confirmed their commitment, raising additional capital tends to be relatively easy.
One of the most significant recent fundraisings is the one where the National Pension Service (‘the NPS’) plans on forming private equity funds with Korea’s large corporations to fund mergers and acquisitions overseas. A number of Korean conglomerates are expected to co-invest with several onshore private equity funds, which have the NPS as their anchor LP, in this so-called NPS Corporate Partnership Programme (‘Co-Pa’). It is expected that pension funds will increasingly team up with domestic private companies to invest alongside their overseas expansion strategies. According to the NPS, large Korean companies such as POSCO, KT&G, and Dongwon have plans (or are discussing with the NPS) to join the Co-Pa programme. Many more such investments are expected to follow, and the NPS usually commits its capital through Korean PEFs that will be managed by GPs before their funds are deployed for the overseas investments.
There are certain criteria that GPs sought by the NPS must satisfy. First, the GP should have been established for more than three years. Second, the GP should have accrued assets under management of at least 200 billion won and an average return rate over 10 per cent per annum with respect to the type of asset that the GP is applying to
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manage. Third, the representative fund manager should have a track record of at least 10 years. Fourth, the GP and the representative fund manager should have received no sanction or penalty for the past three years. If the GP lacks any of the above criteria, that GP would not be an eligible candidate for the NPS’s investments. The first and the second criteria, however, may be substituted by an affirmative vote of at least four-fifths of the members at the NPS’s investment committee, to allow newly established GPs to be given chance to participate in the programme.
II LEGAL FRAMEWORK FOR FUNDRAISING3
There is only one defined legal form for a Korean PE fund, a corporate entity that has many features similar to a partnership called a hapja hoesa under the Korean Commercial Code. Basically, the company has certain members with limited liability and is managed by a GP. The detailed terms of fund and capital allocation are governed by an article of incorporation written in Korean.
Meanwhile, the venture capital funds can only be formed as partnerships. The legal form for each type of venture capital fund is set out in the law that governs them.
The offshore private equity funds investing in Korea are typically set up in jurisdictions such as the Cayman Islands, the British Virgin Islands, Guernsey and the United States. They generally take the form of a limited partnership.
In terms of its composition, a Korean PE fund should have at least one member with unlimited liability (i.e., a GP) and at least one member with limited liability (i.e., an LP). Korean law states that a managing partner (‘MP’) may be selected from GPs in accordance with the private equity fund’s articles of incorporation, and an MP would have the representative authority and the managing power of a private equity fund. In practice almost all the GPs are MPs, so this chapter will not refer to the concept of a MP as it is substantially the same as a GP.
There is no statutory licence or qualification requirement for the GP of a Korean PE fund. As a matter of policy, the regulators require it to be a domestic corporation. GPs are normally incorporated in the form of a limited company or a joint-stock company to prevent its unlimited liability from being passed on to its equity holders. Although it is possible to form GPs for every private equity fund established, it is more common in Korea for the managing company itself to act as a GP in a number of private equity funds and manage these private equity funds concurrently.
The minimum investment amount of an LP is 1 billion won for an individual and 2 billion won for a corporation or any other organisation.
Since managing power is only given to MPs, LPs should not have an influence on the voting rights of the shares invested (owned) by the private equity fund.
3 For the purpose of this article, the detailed terms and management restrictions for each of the four different types of VC would not be adequate and therefore we will concentrate on the legal terms of the Korean PE fund in this section.
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A Korean PE fund can only manage its assets in the following manner (with certain limited exceptions, as prescribed by the FSCMA):a 10 per cent or more of the outstanding shares with voting rights of a target; b an arrangement that would enable it to exercise de facto control over the target
with respect to major management decisions, including the appointment of directors of the target;
c other securities issued by the target for the purpose of (a) or (b);d certain derivatives transactions (including over-the-counter derivatives) for
hedging purposes;e securities issued by an social overhead capital company (i.e., an investment and
loan company for infrastructure purposes as provided under the Act on Private Participation in Infrastructure);
f a special purpose company (‘SPC’) established for any of the aforementioned investments;
g real estate, loans and title on real estate of the target arising during the course of improving the business structure or corporate governance structure of the target; or
h infrastructure under the Act on Private Participation in Infrastructure or in certain equipment and facilities under the Special Treatment Taxation Act.
Under the FSCMA, there are also various restrictions on the management of investment assets by a private equity fund. They include the following:a a private equity fund is required to invest at least half of invested amount of the
private equity fund by its members in a way set out in the foregoing bullets (a), (b), (e) or (f ) within two years of the date on which its members make equity investments, unless otherwise approved by the Financial Services Commission (‘the FSC’);
b a private equity fund must dispose of its share or equity of a target if a private equity fund does not meet the investment management requirements set out in the foregoing bullets (a) or (b) within six months from its initial acquisition of the target’s share or equity, unless otherwise approved by the FSC;
c in respect of investments falling under the foregoing bullets (a), (b) or (f ), a private equity fund may not dispose of the equity or shares of the target or SPC for six months from the time of respective investments; and
d in respect of its idle money, a private equity fund may extend short-term loans, make deposits with financial institutions or acquire securities of up to 5 per cent of its total assets.
There are also certain borrowing limitations. A Korean PE fund’s borrowing and issuance of guarantees is permitted only if (1) it is unavoidable for repaying a contribution amount to a departing member, (2) there is a temporary shortage of operating funds, or (3) there is a temporary shortage of funds for an investment in a target company, provided however, that the total amount of such borrowings and guarantees does not exceed 10 per cent of the assets of the fund. The amount of borrowing and issuance of guarantees by an SPC that is used for acquisition, often set up below the Korean PE fund, is also limited to 200 per cent of the shareholder’s equity of the SPC.
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After the incorporation of a Korean PE fund in the form of hapja hoesa, it has to be registered with the Korean court. After the court registration, a registration application also has to be filed with the FSC. Besides such registration requirements, there is no disclosure requirement for a Korean PE fund. MPs must, however, regularly provide financial statements of the Korean PE funds and SPCs they manage and explain their operations and assets to the LPs. Furthermore, MPs must keep and maintain records of such provision and explanation.
Similar to other jurisdictions, only private offering is allowed for the Korean PE funds. The total number of partners in a Korean PE fund cannot be more than 49. In counting the total, if a partner is a fund, then the number of investors of that fund would be counted only when that fund has at least a 10 per cent stake in fund, otherwise, that fund would be counted as a single partner in relation to the 49-partner restriction.
The FSCMA provides that MPs should perform their duties diligently in compliance with the applicable laws and the article of incorporation of the Korean PE fund. For example, MPs are prohibited from (1) entering into transaction with the Korean PE fund, (2) soliciting to become a partner by promising protection of the invested capital or a fixed return, and (3) providing information on the composition of assets of the private equity fund to only certain partners or to a third party without the consent of all the partners. In order to ensure that MPs adhere to the fiduciary duties, the FSCMA provides that the private equity fund should set up an internal rule of conduct for MPs and such internal rule of conduct should be disclosed to the FSC.
III REGULATORY DEVELOPMENTS
In Korea, in order to protect investors and regulate fund management, the FSC has been given the authority to oversee almost all aspects of Korean PE funds, including fundraising, fund establishment, registration, and dissolution. The executive body of the FSC is the Financial Supervisory Service (‘the FSS’) which is responsible for reviewing registration application and conducting inspections when deemed necessary.
With respect to the Korean PE fund, although a GP does not have to be a licensed financial institution, if a fund or the GP of that fund is in violation of investment restrictions prescribed in the FSCMA, the FSS may conduct inspections and impose sanctions as it would to a licensed financial institution.
Under the FSCMA, the FSC or FSS are authorised to conduct inspections on Korean PE funds and they are also authorised to issue an order to submit documents and information relating to the fund’s business and assets when they deem it necessary for the public interest or protection of investors. In the event that the Korean PE fund is not found to be in compliance, the FSC has the power to:a cancel its registration; b suspend all or part of its business;c demand the Korean PE fund dismiss, suspend from duty, issue a warning or
admonish its officers;d issue a warning or admonition against the private equity fund, e demand to the Korean PE fund dismissal, suspension of duty, salary reduction,
reprimand, issuance of warning or admonition with regard to its employees; or
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f issue a remedial order or demand certain measures for compensation of the damages incurred by its investors.
Turning to venture capital funds, the regulatory authority would involve the Small and Medium Business Administration, Ministry of Knowledge and Economy, or the FSC or FSS, depending on the specific type of venture capital fund.
In order to establish and manage a private equity fund in Korea, the filing of a registration application with the FSC is required, and a Korean PE fund not in compliance with this registration requirement would be subject to penalty or sanction.
Also, if there is any change to the terms (e.g., replacement of GP, the number of LPs, the commitment amount and the amount of capital) within the registration application that has been filed with the FSC, an amendment report should be filed with the FSC.
Regardless of its type, a venture capital fund must be registered with the regulatory authority with oversight of that particular fund. Unlike in Korean PE funds, where the FSS conducts a careful review of whether the fund has been established in accordance with the regulations and checks that the fund’s articles of incorporation do not infringe on the interests of LPs, the review carried out by the authorities administering venture capital funds are largely considered a formality rather than actual scrutiny into the fund.
Under the current laws, GPs, MPs or other sponsors do not have to be registered with any regulatory body. According to a report published by the FSS, of all the Korean PE funds registered up until the end of 2010, there are 56 captive GPs (housed under a security company, asset management company, etc.) and 46 independent GPs.
Registration requirement of the sponsor varies according to the type of venture capital fund. Only the small and medium business investment company registered with the Small and Medium Business Administration and the new technology business financial company registered with the FSC, respectively, can become the manager.
A Korean PE fund can elect to be treated as a partnership so that it will be transparent for Korean income tax purposes. Income allocated by a Korean PE fund to international investors is treated as dividend income and normally subject to Korean withholding tax at the rate of 22 per cent unless it is reduced under applicable double-taxation treaty. The Korean tax authorities frequently seek to deny treaty benefits based on the application of substance-over-form principles. The reduced withholding tax rate on dividend income allocated to international investors could be subject to local tax audit scrutiny and denied treaty benefits unless the income recipient proves it is the beneficial owner of the income. The tax authorities may consider various factors in determining the beneficial ownership, including physical substance, corporate governance and economic substance.
No substantial changes have been made to the Korean PE fund legal framework since its introduction in 2004. After the global financial crisis in 2008, however, following the global trend, tighter regulatory control over fund managers is expected. With the rapid growth of the Korean PE fund market, and due consideration given to the investment asset classes largely limited to only controlled equity investments, Korean regulators have relaxed and recommended amendments to the current private equity fund regime and this amendment now sits in the National Assembly awaiting ratification after the government’s legislation procedures completed in 2011.
There are few noteworthy changes that are soon to be put into effect. First, whereas the current law does not impose registration requirements on GPs and only requires
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registration of the funds, the amendment also requires GPs to file for registration with the FSC. Some of the main requirements of a GP registration are shareholders’ equity, eligibility of officers, number of investment management experts and internal control standard for preventing conflicts of interests.
Second, restrictions on investment management have been lowered in the amendment. As a general rule, the Korean PE fund under the current FSCMA allows only equity investments with the objective of participating in management by:a acquiring 10 per cent or more of the outstanding shares with voting right of an
investee company;b exercising de facto control over an investee company with respect to major
management decisions, including the appointment of directors of the investee company; and
c investing in other securities issued by an investee company for the purpose of (a) and (b).
Now, the Korean regulators are looking to set out in greater detail what can be done under (c) above. They are pursuing an amendment to the Enforcement Decree of the FSCMA to allow mezzanine investments to acquire securities such as convertible bonds and bond warrants with the objective of participating in management. Such amendment would follow after the ratification of the FSCMA.
Third, reporting requirements have been tightened in the amendment. The Korean PE fund and the SPC will have to report to the regulators on a regular basis on the status of investment in derivatives products, leverage and provision of guarantee.
As well as the amendments to the FSCMA itself, and the ensuing amendments to the Enforcement Decree of FSCMA, a separate set of amendments of the Enforcement Decree of FSCMA is currently undergoing legislative scrutiny and is expected to become effective in the first half of 2012. Some major changes to the Korean PE fund that will be implemented by this separate amendment to the Enforcement Decree include an increase to an SPC’s limit for leverage from 200 per cent to 300 per cent, and allowing investment into derivatives for hedging foreign exchange risks when the target is a foreign company.
IV OUTLOOK
Apart from the regulatory developments mentioned above, more and more onshore private equity funds in Korea are expected to look to invest abroad, as can be seen from the corporate partnership example. One of the most important long-term outlooks is that the current legal framework of having different types of private equity funds under several different laws will change into a single legal framework in the FSCMA that will encompass almost all types of private equity funds, hedge funds and other alternative funds. Such change will lower the regulatory hurdles in setting up a fund and hopefully will translate into further robust growth of the private equity market in Korea. However, before this change can come about, restrictions on investments for Korean PE funds need to be further relaxed, and the market also needs to become more familiar and experienced with managing private equity fund assets under international standards.
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Appendix 1
About the Authors
Alex KM YAng
Kim & ChangAlex Yang is currently based in Hong Kong with the primary focus on the private equity fund and financial services industry at Kim & Chang. Prior to joining Kim & Chang, he was a partner at Ernst & Young’s Hong Kong office in the regional financial services tax leader role until May 2010. he also worked for Morgan Stanley at its Hong Kong office from 2001 to 2008 in its private equity Asia investment team and served in the investment committee and also as directors for various portfolio companies.
Mr Yang has been closely involved with many private equity fundraising and structuring, investment and due diligence in Korea, China, India and a number of other countries in Asia. He has also participated in many events and seminars for the industry, having close working relationships with the Korean tax and regulatory government officials.
Mr Yang graduated from NYU School of Law with a JD and an LLM (taxation) and an undergraduate degree in economics at Binghamton University. He is admitted to the New York State Bar.
Young MAn HuH
Kim & ChangYoung Man Huh is a senior attorney in the firm’s securities regulations and mergers and acquisition practice groups and is also a member of investment management and private equity and venture capital practice groups.
Mr Huh’s securities practice covers IPOs and other offerings of equity and fixed-income securities in overseas and domestic capital markets. He also advises on regulatory matters for financial institutions, including financial holding companies and securities companies. His M&A practice covers acquisitions of financial institutions and listed companies, investments by private equity funds, and takeover defence. In addition,
About the Authors
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Mr Huh’s investment management practice includes establishing various onshore and offshore funds and advising asset management companies. He has been involved in many notable transactions and in recent years, he has been selected as a Chambers Global leading corporate and M&A lawyer in Korea.
He received his LLB from Seoul National University and was a visiting scholar at Harvard Law School. He is a member of the Bar of Korea.
Hong Moo Jun
Kim & ChangHong Moo Jun works at Kim & Chang as a member of the firm’s private equity group, offshore fund group, and investment management group. He has engaged in various private equity deals regarding fund structuring and regulatory issues.
Prior to joining Kim & Chang, Mr Jun served at the Financial Supervisory Service, where he regulated onshore collective investment vehicles focusing on hedge funds and private equity investments. In addition to the fund industry, he has over 12 years of experience in financial market regulation and he has an MBA from Columbia Business School in New York.
SAe uK KiM
Kim & ChangSince joining Kim & Chang in 2010, Sae Uk Kim has been working closely with major asset management companies in Korea. He has been closely involved with registering funds with the Korean regulatory authorities and applying for discretionary investment or investment advisory licences in Korea. Besides these practices, he has also handled numerous banking-related litigations representing major commercial banks in Korea.
Mr Kim graduated from the College of Law at Seoul National University in 2004, and passed the Korean Bar exam in the same year. He was admitted to practise after completing the programme at the Judicial Research and Training Institute of the Supreme Court of Korea in 2007.
About the Authors
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KiM & CHAng
39 Sajik-ro 8-gil (Seyang Bldg, Naeja-dong)
Jongno-guSeoul 110-720KoreaTel: +82 2 3703 1114 Fax: +82 2 737 9091 [email protected]@[email protected]@[email protected]@[email protected]@kimchang.comwww.kimchang.com
