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.