[Edaily Marketin Song Seung-Hyeon Reporter Heo Ji-eun] “Although it wasn’t legally prohibited, since it had never been done in practice, there was significant uncertainty as to whether it was actually feasible just because there was no explicit prohibition in the statute. We decided to proceed in a way that anyone reviewing it later would recognize as the most reasonable.”

Park Ji-hyung (41st class, Judicial Research and Training Institute), an attorney at Kwangjang Law Firm, recalled this during an interview with E-Daily regarding the firm’s advisory role in the 2023 acquisition of Osstem Implant by the MBK Partners–Unison Capital (UCK) consortium. The “tender offer followed by voluntary delisting” structure designed by Kwangjang at the time has since become the standard model in the domestic private equity (PE) industry. Attorney Park Kyung-kyun (41st Class), who also participated in the interview, has primarily handled cross-border deals and private equity (PE) advisory work, including the Saudi Misk Foundation’s acquisition of SNK. Both are partners who have grown exclusively at Kwangjang without having worked at other law firms, representing the next generation of Kwangjang’s M&A team as the firm approaches its 50th anniversary next year.

“Because We Work Hard”… The Secret to Consistent Excellence

Kwangjang’s M&A team has long been a top-tier organization in the domestic M&A advisory market. It is widely recognized that the results remain consistently high regardless of which partner is assigned to a case. Regarding this, Attorney Park Ji-hyung pointed to the “Assign System.” Under this system, junior attorneys cannot be assigned work arbitrarily; instead, requests must be submitted to the Assign Team for official assignment. “Because the team is large, assigning work arbitrarily would result in a workload concentrated on specific individuals,” he explained. “The Assign Team reviews each attorney’s current workload and past experience, then selects and assigns the case to the person who stands to learn the most from it.” Introduced 7–8 years ago, the system has operated without abuse to this day.

Attorney Park Kyung-kyun’s answer was more straightforward. “The key reason for consistent skill levels is simply doing a lot of work,” he said. “If you handle a sufficient amount of work appropriate for your seniority level from the early stages of your career, you’ll naturally become the best M&A attorney at that level.” He is currently conducting a five-part lecture series on share purchase agreements (SPAs) for junior attorneys. The sessions break down each clause to examine how to negotiate when representing the seller and the buyer, respectively. “My seniors did the same for me, so I’m simply passing on what I learned,” he said with a smile.

Ultimately, the skills built up in this way benefit the clients. As law firms struggle to target private equity (PE) firms—which currently account for more than half of the M&A market—the two attorneys highlighted different aspects of PE clients’ characteristics. Attorney Park Ji-hyung discussed the direction of decision-making. “Since PE firms prioritize fast and efficient decision-making, they often accept the advisory firm’s opinions as is, except for key issues,” he said, adding, “Lawyers must independently assess and propose solutions even for commercial matters.” Attorney Park Kyung-kyun emphasized an understanding of the industry. “When working with PE firms, lawyers should not get bogged down in legal issues alone but must understand the industry to adjust the depth of due diligence,” he said, adding, “I’ve even gone so far as to purchase and use a target company’s products and sign up for their membership services.”

Standing Out in Unprecedented Deals

Coincidentally, both lawyers’ signature deals involved transactions intertwined with tender offers and delistings. They each designed the structures for these deals at a time when such precedents were rare.

The acquisition of Osstem Implant, on which Attorney Park Ji-hyung served as counsel, began with the intention of granting minority shareholders a management control premium equal to that of the major shareholders. He said, “If it had ended as a transaction between the largest shareholder and the acquirer, as was common in the past, it would have gone unnoticed. However, because we took minority shareholders into consideration, it actually created a situation where they might have raised issues regarding their rights.” They spent several months secretly reviewing the transaction structure and eventually received approval from relevant authorities, including the Financial Supervisory Service, confirming that the structure was sound.

Attorney Park Kyung-kyun’s acquisition of SNK was complicated in a different way. The target company was a Japanese firm listed on KOSDAQ; the sellers were entities based in Hong Kong and the Cayman Islands, while the buyer was a Saudi Arabian entity. The real challenge was a conflict of laws. This was because a Japanese law firm had opined that “if a tender offer is conducted in Korea, it would trigger a mandatory tender offer in Japan under Japanese law.” Ultimately, tender offers for the same company were conducted simultaneously in both Korea and Japan. He explained, “We negotiated while comparing the laws of both countries to ensure we did not violate either,” adding, “If it were a Korean company, we could delist it using a stock-for-stock exchange as a buffer even if the tender offer fell short of 95 percent; however, since it was a Japanese company, we were in a situation where the offer had to succeed at all costs.”

When asked about the criteria for a “power lawyer,” both men spoke of their aspirations rather than defining their current positions. Attorney Park Ji-hyung recalled client comments from an evaluation by an Asian legal media outlet. “Among the reviews written directly by several clients, the phrase ‘the attorney I turn to first no matter what happens, the attorney I can trust with anything’ left the deepest impression on me,” he said. “I believe that a next-generation ‘power attorney’ is one whom clients continue to seek out even after a single deal has been completed.”

Attorney Park Kyung-kyun highlighted his all-around advisory capabilities. Having recently taken on many advisory roles for financial investors (FIs), he said, “What FIs want is a lawyer who understands the entire process—from fund formation to the deal, closing, and subsequent management of the asset manager’s license.” He added, “I want to be a lawyer who isn’t limited to a single field but can handle it all.” He added that this is also the path taken by senior colleagues he once admired.