법무법인 아틀라스(인천 송도)

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Wisdom & Power

NEWS

  • Counseling

Share Transfer Agreement – Seller Protection Clauses

Atlas Legal completed a KRW 00 million share transfer agreement, designing seven key clauses to protect the seller in a deferred payment structure where shares transfer before full payment.

Project Overview

The client needed to transfer 00 shares worth KRW 00 million while receiving only 60% upfront due to the buyer’s funding constraints. Comprehensive seller protection mechanisms were required to secure the remaining 40% balance payment.

Earnest Money Exclusion and Penalty Clause

The agreement excludes Article 565 of the Korean Civil Act (earnest money provisions) from the initial 60% payment, preventing the buyer from unilaterally terminating the contract. Upon termination, the initial payment is forfeited as a penalty to the seller.

Joint Surety and Late Payment Interest

The controlling shareholder of the buyer entity was designated as joint surety with specified maximum liability and a three-year guarantee period. A daily late payment interest rate of 0.3% was included to incentivize timely balance payment.

Termination and Share Reversion Procedure

The seller’s termination right upon non-payment was secured, with the buyer obligated to notify the company of share register reversion. Authority to execute notification and share register amendments was delegated to the seller in case of buyer non-cooperation.

Company Value Preservation Obligations

The agreement specifies damages liability for company value deterioration caused by asset disposal, technology leakage, or business relationship changes during the buyer’s ownership. This protects the seller’s substantive interests even after contract termination.

Atlas Legal’s Expertise

Atlas Legal provides comprehensive advisory services across corporate transactions including share transfer agreements, shareholders agreements, and M&A contracts. We design customized agreements reflecting each transaction’s unique structure to systematically protect client interests.

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  • winning case

Factory Lease Dispute Victory – Building Surrender Order


Atlas Legal successfully represented a landlord in a factory lease dispute, securing a complete victory of ₩60,939,330 in unpaid rent and utility fees, plus a court-ordered building surrender. This case demonstrates obtaining enforceable judgment through expedited litigation enabling immediate enforcement.

Case Overview

Our client leased a 383㎡ factory in Incheon to a manufacturing company at ₩4,000,000 monthly rent (₩30,000,000 security deposit). Starting September 2024, the tenant stopped paying rent and utility fees (electricity, water, etc.). Due to the characteristics of commercial and factory leases, utility fees exceeded rent, resulting in accumulated claims exceeding ₩60 million.

Utility Fee Burden

In factory lease cases, monthly electricity costs alone reached ₩2-2.5 million, representing a substantial utility burden.

Expedited Litigation Process

In this case, we proceeded with expedited eviction litigation (building surrender claim) as quickly as possible, aiming for an enforceable judgment allowing immediate execution.

Court Judgment and Enforcement Possibilities

Incheon District Court granted all plaintiff’s (landlord’s) claims. The judgment orders include building surrender, payment of unpaid rent and utility fees with interest, and continued monthly rent payment until building surrender. The “provisional execution declaration” enables immediate enforcement (eviction, asset seizure) regardless of appeal status.

Future Rent Claims and Additional Enforcement

The judgment orders continued monthly payments of ₩4,000,000 even after November 2025 until building surrender is complete. This means the landlord can continuously claim rent-equivalent amounts as unjust enrichment as long as the defendant occupies the property post-judgment. Atlas Legal will proceed immediately with eviction enforcement and asset seizure upon judgment finalization to swiftly realize our client’s rights.

Legal Expertise

Atlas Legal has extensive experience in commercial and factory lease disputes, building eviction litigation, and debt recovery. We excel particularly in complex commercial property disputes involving not only rent but also utility fees (electricity, water, etc.), selecting optimal litigation strategies (pre-suit mediation vs. full litigation) to swiftly protect client rights.

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  • Counseling

Korea-Japan Joint Venture Shareholders Agreement – Governance Design


Atlas Legal drafted a comprehensive shareholders agreement for a Korea-Japan joint venture, establishing 90:10 equity protection, share transfer restrictions, and deadlock resolution mechanisms.

Project Overview

This engagement involved drafting a shareholders agreement for a joint venture between Japan and Korea.

Corporate Governance and Decision-Making Framework

Clear procedures for board composition, shareholders meetings and board operations were established, along with a regular consultation system for management issues. A phased consultation and mediation procedure was implemented to ensure management stability in case of deadlock situations.

Share Transfer Restrictions and Shareholder Protection

Free transfer of shares was restricted in principle, with systematic design of Right of First Refusal, Tag-Along Rights, and Drag-Along Rights. The Right of First Refusal allows existing shareholders to purchase shares ahead of third parties, while Tag-Along Rights guarantee minority shareholders’ exit rights. Pre-emptive rights provisions were included to prevent equity dilution upon issuance of new shares.

Non-Compete and Confidentiality Provisions

Officers and employees’ duty of care and fiduciary duty were explicitly stated, with non-compete obligations extending beyond employment termination for a specified period. Confidentiality obligations survive for five years after agreement termination, with liquidated damages of KRW 30 million for violations to strengthen trade secret protection. Conflict of interest disclosure requirements promote transparent management.

Exit Strategy and Dispute Resolution

Detailed provisions for IPO and M&A scenarios clarify shareholders’ rights and procedures for future investment recovery. Provisions addressing special situations such as dissolution or merger of corporate shareholders were included. Disputes are resolved through arbitration under Korean Commercial Arbitration Board rules in Seoul using Korean language, with court injunctions available during arbitration proceedings.

Agreement Term and Automatic Renewal

The agreement term was established, with automatic two-year renewals unless termination notice is given six months before expiration. Even after termination, non-compete obligations, confidentiality duties, sanction provisions, and dispute resolution clauses remain effective to ensure long-term rights protection.

Legal Expertise

Atlas Legal possesses extensive experience in international joint ventures, corporate governance design, and shareholders agreement drafting.

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  • Counseling

Legal Opinion for Overseas Bid – Power Company Contract


Atlas Legal successfully completed a comprehensive English legal opinion within 5 business days for a Songdo-based electrical equipment manufacturer, supporting their bid for a major power transmission equipment supply framework agreement with Country A’s state-owned power company.

Project Overview

Korean electrical equipment manufacturer Company B participated in a bid for a large-scale power transmission equipment supply contract with Country A’s state-owned power company. The company faced an unfamiliar requirement to submit a “Legal Opinion prepared by Korean legal experts.” With only 5 business days until the submission deadline, Company B engaged Atlas Legal to prepare the required legal opinion.

Corporate Validity and Capacity Review

Atlas Legal promptly reviewed all relevant documents including the corporate registry certificate, articles of incorporation, business registration certificate, and quarterly reports. Based on the Commercial Act Articles 172 (incorporation registration), 180 (acquisition of legal personality), 389 (representative authority), and Civil Act Article 34 (legal capacity of corporations), we confirmed that Company B was duly incorporated and possessed full legal capacity to enter into the contract.

Board Resolution Requirements Analysis

Regarding the unlimited Parent Company Guarantee to be provided by Company B’s holding company, we clarified that board resolution is required under Commercial Act Article 393 (matters requiring board resolution). We applied the comprehensive judgment criteria presented in Supreme Court Decision 2020Da290187 (decided May 11, 2023), which considers “total company assets, capital, transaction value, and impact on company operations.”

Foreign Judgment Enforceability Confirmation

Given that the contract is governed by Country A law with Country A courts having exclusive jurisdiction, we reviewed the recognition and enforcement possibilities of Country A court judgments in Korea based on Civil Procedure Act Article 217. We analyzed all four requirements including recognition of international jurisdiction, proper service, compliance with public policy, and reciprocity, confirming that enforcement is possible.

Anti-Corruption and Trade Law Compliance

We reviewed compliance with essential anti-corruption and anti-bribery provisions in international transactions, including the Improper Solicitation and Graft Act (Kim Young-ran Act), Criminal Act Article 129 (bribery), and the Act on the Aggravated Punishment of Specific Economic Crimes. We also analyzed trade-related laws including the Foreign Exchange Transaction Act to ensure full regulatory compliance.

Legal Expertise

Atlas Legal provides rapid and accurate English legal opinion services through attorneys specializing in international transactions. With deep expertise in the Commercial Act, Civil Act, and Civil Procedure Act, combined with extensive overseas contract experience, we support Korean companies’ successful global expansion. Our firm is recognized for its expertise in diverse international transaction areas including international bidding, joint ventures, and project financing.

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  • Counseling

Distribution Agreement Review – $2M Robot Contract Improved | Atlas Legal

Atlas Legal successfully reviewed and improved a Distribution Agreement between an overseas robotics manufacturer and a Korean company, significantly strengthening the distributor’s rights.

Project Overview

We reviewed a distribution agreement between Company X, a large-building cleaning robot manufacturer, and a Korean distributor. The contract involved a minimum annual purchase of 50 units, valued at approximately USD 2 million (approximately KRW 2.6 billion).

Key Contract Improvements

The original contract was a typical supplier-centric agreement containing numerous provisions disadvantageous to the distributor. Our firm conducted a comprehensive analysis of the 17-page contract and proposed improvements to 12 key clauses.

Exclusivity Rights and MOQ Improvements

We added a performance-based exclusivity conversion clause to the non-exclusive provision. The excessive MOQ (50 units annually) was restructured into a gradual increase model (20 units in Year 1, 35 units in Year 2, 50 units in Year 3) to secure a market validation period.

Payment Terms and Pricing Structure

The 100% advance payment requirement was modified to a three-stage split payment structure (30% upon order, 50% upon shipment, 20% after delivery), improving cash flow. We introduced volume-based differential pricing and added a provision securing marketing support funds equivalent to 5% of annual sales.

Termination and Inventory Protection

We removed the supplier’s unilateral termination right (termination without cause with 30 days’ notice). A clause was added requiring the supplier to repurchase inventory at 90% of the supply price upon contract termination, minimizing the distributor’s inventory loss risk.

International Contract Expertise

We comprehensively reviewed complex legal issues unique to international contracts, including Incoterms (international trade terms), choice of law, international arbitration clauses, and intellectual property licensing scope, creating a contract structure that minimizes business risks and maximizes profitability for our client.

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  • Counseling

Joint Venture Agreement Draft in South Korea

Atlas Legal successfully completed drafting an international Joint Venture Agreement among companies from Korea, Germany, and Malaysia.

Project Overview

Company A from Germany (technology provider), Company B from Malaysia (capital provider), and Company C from Korea (local market network and manufacturing infrastructure) collaborated to establish a joint venture company in Korea.

Key Agreement Terms

The shareholding structure was designed with Company C holding 51%, and Companies A and B holding the remaining shares.

The Board of Directors was structured to ensure that our client maintains management control.

Technology Transfer and Licensing

Company C was granted an exclusive license for Company A’s technology within Korea, with exceptions for certain strategic partners requiring prior written consent from Company C.

Share Transfer Restrictions

Share transfers require Board approval, and the agreement includes balanced provisions for Right of First Refusal (ROFR), Tag-Along rights, and Drag-Along rights to ensure equity among shareholders.

Governing Law and Dispute Resolution

The governing law is Korean law, and disputes shall be subject to the exclusive jurisdiction of Korean courts. The agreement was drafted in both Korean and English.

Atlas Legal completed a practically workable agreement after comprehensive review of differences in legal systems across countries, compliance with Foreign Exchange Transaction Act, and requirements for participation in government R&D programs.

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NEWS

NEWS

Atlas Legal is a powerful law firm
that offers a fresh perspective and innovative approach
to legal services.

Atlas Legal is a powerful law firm
that offers a fresh perspective and innovative approach
to legal services.

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