[Edaily Marketin Song Seung-Hyeon Reporter Park So-young] “Now, when structuring a deal, we must consider not only whether the structure is legally feasible, but also whether we can explain it in a way that allows us to defend it before the board of directors and shareholders later on.”

Ahn Hye-sung (38th Class, Judicial Research and Training Institute), an attorney at Sejong Law Firm, highlighted these recent changes in the mergers and acquisitions (M&A) market in an interview with E-Daily. Attorney Park Dong-jun (2nd Bar Exam), who also participated in the interview, is a partner with expertise in cross-border deals. Both are key mid-level leaders driving the practice at Sejong’s M&A Group and are regarded as representatives of the next generation at Sejong, which is ranked among Korea’s top M&A firms.

An Organization with Multiple Layers Between Seniors and Juniors

Sejong’s M&A Group is recognized as a traditional powerhouse in the field of M&A legal advisory services. Both attorneys agreed that they occupy positions within the group that bridge the gap between senior and junior attorneys. Attorney Park said, “From Managing Partners Lee Dong-geon and Jang Jae-young down to the junior attorneys, the ranks are well-structured by seniority.” He added, “In the past, there weren’t many senior partners, so the older generation faced significant challenges leading the entire group, but now we can handle any situation much more smoothly.”

Attorney Ahn noted that having partners across multiple tiers is actually a strength. “While managing partners meet with executives, our partners at the junior level engage much more proactively with staff and team leaders,” he explained. “The advantage is that each tier can systematically manage clients by dividing them among themselves.” As an asset inherited from their predecessors, they cited “a tenacity that does not overlook even a single clause in a contract or a single fact confirmed during due diligence,” and as contributions from their generation, they mentioned “speed and a sense of global collaboration.”

The strengths the two have built up are distinctly different. Attorney Park excels in cross-border transactions, while Attorney Ahn specializes in complex corporate restructuring.

Attorney Park cited SD Biosensor’s acquisition of Meridian in the U.S. as his signature deal. It was a rare outbound transaction involving the acquisition of a U.S. Nasdaq-listed company for approximately 2 trillion won. He explained, “There was a constant need to meticulously review and explain aspects of U.S. law that the domestic legal team was unfamiliar with,” adding, “The merger agreement alone was several times the length of a typical domestic contract, so we had to proceed while collaborating with local law firms as lead counsel and fully understanding local practices.”

Attorney Ahn cited the privatization of Woori Financial Group as a representative deal. Over the course of 10 years, he designed a transaction structure that involved splitting a regional bank holding company, merging it with the bank, selling off affiliated banks, and selling the Korea Deposit Insurance Corporation’s stake through a competitive bidding process. Regarding the recent transaction involving the change of investors at Pepper Savings Bank, he explained, “It was a deal that successfully navigated the process of replacing existing investors with new ones—while ensuring smooth approval for the change in major shareholders—and incorporated safeguards to maintain the savings bank’s financial soundness into the contract.”

Changes such as the amendment to the Commercial Act… “PEs Want Decision-Making Facilitators”

The two have represented numerous domestic and international private equity (PE) firms. Based on this experience, they noted that PE clients are increasingly demanding speed and sound judgment from their advisory firms. Attorney Park stated, “Since PE firms inevitably have to consider their exit strategy from the moment they invest, they must deliberate on the plan and its feasibility from the very beginning of the deal,” adding, “If we cannot keep up with their pace, it is difficult to meet their expectations.”

Attorney Ahn added the role of a “decision-making facilitator” to this. He said, “PE firms expect their advisors to go beyond simply managing legal risks; they expect them to help identify what the truly critical issues are in a given transaction and determine how to manage them to close the deal within the scheduled timeline.” He added, “It is also important to clearly categorize due diligence issues by severity and financial impact, distinguishing between risks that can be tolerated and those that should be hedged through price adjustments or contractual provisions.”

Recent amendments to the Commercial Act and a series of regulatory changes are directly impacting the day-to-day work of both professionals. This is because the expansion of directors’ fiduciary duties and regulations on dual listings are becoming factors that alter the structure of deals themselves. Attorney Park cited a transaction involving the repurchase of a parent company’s preferred shares as an example. “Originally, the company planned to repay existing financial investors (FIs) through an initial public offering (IPO) this year, but listing conditions deteriorated due to dual-listing regulations,” he said. “We spent a considerable amount of time reviewing and implementing a plan that would enhance value for common shareholders, uphold directors’ fiduciary duties, and enable FIs to recoup their investments.” He added, “There are now many cases where the old methods no longer work.”

Attorney Ahn said he feels this shift most acutely in the restructuring of corporate group governance. “In the past, simply meeting statutory formulas or external evaluation criteria was sufficient to a large extent,” he said. “But now, the board of directors must provide much more detailed explanations—including why it chose that particular structure, why other alternatives were ruled out, and whether the structure favors only specific shareholders.”

The image of a “power attorney” envisioned by both lawyers also aligned with this point. Attorney Park said, “I want to be remembered as a lawyer who grows alongside clients and serves as a reliable pillar they can always rely on.” Attorney Ahn added, “I want to be a true partner in decision-making,” noting, “It’s important to stay up to date on the latest regulations so that clients can make appropriate investment decisions with minimal risk amid regulatory changes.”