[Edaily Marketin Song Seung-Hyeon Reporter Park So-young] “You must not become a ‘No-Say Lawyer.’ It’s easy to find a million reasons why something can’t be done, but finding a way to make it happen requires far more effort.”

Lee Eung-moon (38th class of the Judicial Research and Training Institute), an attorney at Yulchon Law Firm, explained the principles of mergers and acquisitions (M&A) advisory in an interview with E-Daily. Attorney Lee began his career in M&A at KCL before moving to Yulchon. He currently provides M&A and private equity (PE) advisory services and serves as the head of Yulchon’s venture capital (VC) and startup team. Attorney Hwang Byung-hoon (1st Bar Exam), who also participated in the interview, worked at Samsung Life Insurance and the Korea Deposit Insurance Corporation after graduating from college before entering law school and later entering the M&A field. Both are so-called “ace partners” who lead the day-to-day operations of Yulchon’s M&A team.

◇What Makes a Great M&A Lawyer… “Never Saying ‘No’”

The “No-Say Lawyer”—which Attorney Lee cited as a negative trait for M&A attorneys—is something his team has emphasized since his days as an associate at Yulchon. “When it comes to laws and regulations, if you start looking conservatively for reasons why something can’t be done, you can find a million of them—it’s easy,” he said. “But finding reasons and ways to make it happen requires a much deeper understanding of the issues and greater effort; this is where the differences in lawyers’ skills and experience become apparent.”

Attorney Hwang also highlighted a similar point. He said, “In M&A transactions, a lawyer’s primary role is not to block the deal but to ensure it is safely closed,” adding, “Rather than simply saying ‘no,’ I first confirm what the client truly wants.” He continued, “Even if the client’s proposed plan has legal issues, there are often cases where the desired outcome can be achieved through other lawful means.”

Their approaches are also similar. Rather than avoiding risk, both lawyers present it as a set of options for the client to consider. Attorney Lee explained, “I provide advice that clearly defines the boundaries of legal issues and the scope within which the client can take risks,” adding, “If I put myself in the shoes of the client’s decision-maker, the direction of my advice becomes clearer.” Attorney Hwang said, “We distinguish between what is legally prohibited and what is legally possible but carries risks,” adding, “In the latter case, we specifically outline the magnitude and nature of the risk and advise the client so they can decide whether to accept it or not.”

◇Pioneering New Businesses and Major Deals: Specializing with Their Own Strengths

Although they work in the same field, the nature of the deals each has accumulated differs. Attorney Lee said he takes pride in M&A in new business sectors. “As a next-generation M&A partner, I feel the greatest sense of accomplishment when advising clients who are venturing into new business sectors beyond the traditional areas already established by my seniors,” he said. Examples include his advisory work on music neighboring rights (the acquisition of Beyond Music and fundraising), a secondhand trading platform (Praxis Capital’s investment in Bungeojangteo), and hydrogen refueling stations (Silvan Capital’s investment in SK Hybus). He remarked, “I take pride in seeing the contracts I’ve reviewed and the practices I’ve established gradually become industry standards.” Another representative deal he advised on was the transaction in which UCK Partners acquired Gongcha and subsequently sold it to TA Associates, a foreign private equity (PE) firm. This deal is used as a leading case study for successful PE investments in the Harvard MBA program.

The deal that Attorney Hwang highlighted was of a slightly different nature. He cited Hanwha Group’s acquisition of Daewoo Shipbuilding & Marine Engineering as his most memorable transaction. “Not only was the deal size substantial, but more than 80 experts from various fields participated in the due diligence,” Attorney Hwang said. “It was a deal that mobilized the company’s full capabilities, not just the corporate legal department.” M&A involving companies in rehabilitation is also his area of expertise. Pan-Ocean, Kretem, Shinhan Heavy Industries, and Orient Shipbuilding are among the rehabilitation deals for which he served as counsel. “From the perspective of representing a company in rehabilitation, it is crucial to coordinate the interests of various parties because procedures such as court approval and creditor consent must proceed simultaneously,” he said, noting that collaboration with the firm’s corporate insolvency and restructuring team is essential.

◇“When Clients Treat Us as Comfortably as They Would an In-House Counterpart”

Neither of them defined the criteria for a “power attorney” based on league table rankings or lists of major clients. Attorney Lee said, “A true power attorney is one who can provide the clearest and most creative assistance when a client faces its most challenging issues—the attorney who comes to mind first in such moments.”

Attorney Hwang expressed a similar view. He added, “When clients view me not merely as an external representative but as their in-house counterpart—and feel comfortable sharing key confidential matters with me first—that’s when I feel I’m on the right path.”