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Corporate Advisory

Atlas Legal has provided comprehensive corporate legal counsel from its offices in the Songdo International Business District, Incheon — spanning company formation, investment transactions, commercial contracts, and cross-border deals. From Series A fundraising and RCPS structuring to Korea-Singapore joint venture agreements and share exchange transactions for wholly-owned subsidiary formation, we have supported businesses at every stage of growth.

In foreign-invested company advisory, we have handled Korean subsidiary establishment for foreign manufacturers, communicated directly in English with parent company legal teams, and structured transfer pricing and royalty arrangements. We also provide Korean law briefings for expatriate CEOs and issue legal opinion letters in English. Our location in the Songdo International Business District gives us a natural advantage, and we maintain long-term advisory relationships with numerous foreign-invested companies in the region.

For contract drafting and review, we handle the full range of commercial agreements — investment contracts, shareholder agreements, supply contracts, distribution agreements, and license agreements — in both Korean and English. Drawing on the Managing Partner’s background as a former prosecutor, we identify and address criminal exposure risks such as breach of trust and embezzlement under the Korean Criminal Act at the contract design stage, providing a comprehensive advisory that goes beyond conventional legal review.

Services

Company Formation & Structure

Selecting the optimal entity type under the Korean Commercial Act (stock company, limited company, limited partnership, etc.), drafting articles of incorporation, designing governance structure, and managing the full registration process

Investment & Shareholder Agreements

Structuring SAFE notes, convertible bonds and RCPS, shareholder agreements, drag-along and tag-along rights, and EXIT provisions

M&A Advisory

Legal due diligence, transaction structure design, SPA and SHA drafting and negotiation, closing conditions verification

Contract Review & Drafting

Korean and English commercial contract review, onerous provision analysis, negotiation strategy. Supply, distribution, license, and technology transfer agreements

Foreign-Invested Company Advisory

Foreign Investment Promotion Act (FIPA) filing, direct English communication with parent company legal teams, transfer pricing and royalty structuring, English legal opinion letters

Compliance & Internal Controls

Advisory on compliance with the Monopoly Regulation and Fair Trade Act, Fair Transactions in Subcontracting Act, and Personal Information Protection Act, board operations advisory, pre-emptive legal risk assessment

When You Need Corporate Advisory

  • Co-founding & Joint Ventures: Starting a business without a shareholder agreement between co-founders plants the seeds of future ownership and governance disputes.
  • Raising External Investment: Investment agreements from VCs, PEFs and strategic investors often contain terms that are unfavorable to founders. Legal review before signing is essential.
  • Contracting with Foreign Parties: English-language contracts may have different legal effect under Korean law. Governing law, jurisdiction and dispute resolution clauses must be carefully reviewed.
  • Mergers & Acquisitions: M&A transactions involve complex intersections of legal, tax, and financial issues. Legal due diligence is essential to uncover hidden risks before closing.
  • Management Decision-Making: Board resolutions, treasury stock acquisitions, and third-party allotments of new shares can give rise to criminal breach of trust liability under the Korean Criminal Act if improperly executed.
  • Outsourced Legal Team: For SMEs without an in-house legal department, we provide contract review, legal Q&A, and regulatory update monitoring on a monthly retainer basis.

Representative Matters

Investment

Series A fundraising for an Incheon-based startup — RCPS structuring, shareholder agreement review and negotiation, negotiating against investor-friendly provisions detrimental to founders

International

Korea-Singapore joint venture establishment — joint venture agreement, profit-sharing structure, board composition, and dispute resolution provisions

M&A

Wholly-owned subsidiary formation via comprehensive share exchange — transaction structure design, SPA drafting, Fair Trade Act merger filing

Foreign Investment

Korean subsidiary establishment for a foreign manufacturer — FIPA filing, direct English coordination with parent company legal team, transfer pricing advisory

Share Exchange

Founder EXIT — attracting foreign investors via share exchange agreement, founder equity sale structure and tax issue review