Global. Professional. Client- Focused

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2 Global Professional Client- Focused 34

3 Introduction Asia s Leading Law Firm - JIPYONG Founded in 2000, Jipyong is not only one of the top law firms in Korea with over 160 lawyers and accountants but is establishing itself as a leading law firm in Asia with branch offices strategically located across Asia and beyond. The firm serves its clients with unmatched expertise and commitment and strives to provide practical solutions tailored to the needs of its clients, focused always on putting its clients first and tending to them in every aspect with utmost care. The practice areas in which the firm provides legal services include Litigation & Arbitration; M&A; Corporate & Cross-Border; Finance & Securities, Private Equity & Hedge Funds; Construction & Real Estate; Antitrust & Competition; Bankruptcy & Restructuring; Intellectual Property; Informational Technology; Entertainment & Media; Resources, Energy & Infrastructure; Labor & Employment; Maritime; White Collar Criminal Defense; Tax; Family Law; Government Contracts; Constitutional Law; Legislative; Health Care & Biomedical; Retail & Consumer; R&D; International Business; and North Korea. The firm in particular prides itself on its strength in international business, providing accurate, effective legal and advisory services relating to China, Southeast Asia, Russia and other key jurisdictions around the world. While continuing to expand to best service its clients in the increasingly global times, the firm steadfastly adheres to its core belief in creating a community of legal experts committed to upholding the highest ethical standards and contributing to public welfare. 1

4 Our Vision & Values Representative Law Firm in Asia Vision Law Firm Embodying Excellence and Success Law Firm Fostering Happiness in Members Law Firm Committed to Public Welfare People First Values Sincerity Innovation Integrity 2

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6 Practice Areas Mergers & Acquisitions Corporate & Cross-Border Finance & Securities Private Equity & Hedge Funds Real Estate & Construction Antitrust & Competition Bankruptcy & Restructuring Intellectual Property Tax Labor & Employment Maritime White Collar Criminal Defense Family Law Government Contracts Litigation & Arbitration Legislative Resources, Energy & Environment Information Technology & Internet Health Care & Biomedical Retail & Consumer Entertainment & Media Global Practice North Korea Practice 4

7 Practice Areas Mergers & Acquisitions Corporate & Cross-Border JIPYONG s Mergers & Acquisitions Practice Group possesses experience in a wide range of domestic and international M&A transactions, including mergers, stock acquisitions, business transfers, asset transfers, spin-offs, establishment of holding companies and hostile takeovers. With in-depth, specialized expertise that encompasses multiple jurisdictions, our highly qualified attorneys provide advice on the full spectrum of legal issues that may arise during an M&A transaction, such as ones related to fair trade, tax, labor, litigation, bankruptcy, and industry-specific regulations. We also maintain close relationships with investment banks, accounting firms, PE houses and consulting firms within and outside of Korea to further facilitate successful M&A transactions. As a result, our clients and industry professionals alike have given us high praises and recognition for our successful track record and achievements. Among many recent major M&A transactions in which we have been involved, our representation of Korea s largest steelmaker in the acquisition of an Australian iron-ore mining operation was particularly noteworthy, as it ranked as one of the biggest deals in Asia in recent times. Also, through the years, we have been selected by leading international legal directories and publications, such as IFLR 1000, Asialaw Profiles, and Legal 500 Asia Pacific, as being one of the best Korean law firms in the M&A practice area. Development of strategies and structures for various M&A transactions, such as mergers, acquisitions of shares/businesses/ assets, and spin-offs Corporate governance matters, such as capital restructuring, establishing holding companies, and attracting investments Fair trade, tax, labor, and intellectual property law issues that arise during the course of M&A transactions Legal due diligence Drafting and reviewing transactional documents in Korean, English, and other languages Government and media relations during M&A transactions Management rights disputes, white collar crimes, court filings, and other issues related to hostile takeovers JIPYONG s Corporate & Cross-Border Practice Group combines its depth of knowledge and legal expertise across a full range of practice areas, including corporate, fair trade, labor, bankruptcy, and tax, in providing advice on general corporate matters to our diverse client base. We represent Korean and foreign clients in joint ventures, overseas financings and investments, and advise them on negotiating and drafting international contracts such as technology transfer agreements, franchise agreements, and outsourcing agreements. Our attorneys also offer legal counsel on matters involving foreign exchange regulations and international tax laws, and assist our clients with preparation of filings to relevant authorities. Through our ten international offices and desks across Asia, and through our network of local partners around the world, we provide a one-stop destination for efficient and effective legal services for cross-border transactions. Establishment and operation of corporate entities Corporate governance matters such as shareholders and board of director meetings Management rights disputes Drafting and reviewing of corporate, investment agreements Registration for establishment, operation, and capital increase of corporate entities and related matters Joint ventures between Korean and foreign companies Foreign investment in Korean companies Overseas investment by Korean companies Drafting and negotiating various cross-border transactional documents such as technology transfer agreements, franchise agreements, and outsourcing agreements Issues related to the Foreign Exchange Transactions Act and international tax laws 5

8 Finance & Securities JIPYONG s Finance & Securities Practice Group provides comprehensive legal services in a wide range of finance and securities areas based on our foundational knowledge gained through extensive experience with successful representation in domestic and international financial transactions. Project Finance, Real Property JIPYONG s Project Finance, Real Property Practice Group provides comprehensive legal services for a broad range of financial transactions related to real estate and infrastructure. JIPYONG s Project Finance, Real Property Practice Group advises on financing structures such as PF, PF ABS, PF ABCP, PF STB, and REITs, and represents developers, contractors, and financial investors in forming consortiums, establishing proper legal entities, and obtaining financing. Our attorneys have extensive experience in advising on large-scale development projects, including ones for new towns, company towns, industrial complexes and theme parks; on infrastructural and SOC matters such as projects for roads, bridges, tunnels, power plants, and harbors; and on renewable energy projects such as solar energy, biomass and waste management plants. Structured Finance, Derivatives & NPL JIPYONG s Structured Finance Practice Group advises on diverse asset-backed structured finance transactions (ABS, ABL, ABCP) as well as structured finance transactions involving various trust and investment trust forms. Our attorneys have expertise in securitizing a wide range of asset types including real estate, corporate bonds, mortgages, auto loans, developer's loans, automobile sales accounts receivable, credit card accounts receivable, construction fee accounts receivable, and apartment presales accounts receivable. Also, they have extensive experience with NPL transactions, successfully having advised on the sale, acquisition, and securitization of non-performing assets. Acquisition Financing JIPYONG s Acquisition Financing Practice Group has extensive experience in advising clients on both domestic and cross-border acquisition financings and other structural transactions. In particular, we continually interact with professionals in regulatory agencies and the financial industry to provide creative and effective solutions in the midst of a rapidly changing financial climate. Our attorneys interact closely with members from our Mergers and Acquisitions and Tax Practice Groups to help our clients achieve their goals in developing and executing various financing and acquisition transactions. We also are noted for our practical solutions to problems on leveraged buy-outs under the Korean law. With cooperation with our Bankruptcy & Restructuring Practice Group, we provide comprehensive legal advice on acquisition financing during the final stages of corporate restructurings. Ship & Aircraft Financing JIPYONG s Ship & Aircraft Financing Practice Group has extensive experience in successfully advising clients on ship and aircraft financing. For financing of ships in particular, our attorneys work closely with our much lauded Maritime Practice Group, which has been recognized by leading domestic and international legal directories alike as one of the best Maritime practice groups in Korea, in successfully guiding clients through the process of acquiring new and used ships. We advise shipbuilders, ship owners, and financial institutions on all legal issues that might come up from their respective perspectives and see clients through to the successful completion of the transaction. We provide the same detailed attention and high-quality legal services for the financing of aircrafts, assisting clients in the acquisition, lease or sale of aircrafts. Capital Markets JIPYONG s Capital Markets Practice Group represents clients in all types of complex securities transactions and regulatory compliance matters, including legal due diligence, communication with relevant government officials, IPOs, securities exchange listings, issuance of shares and bonds (CB, 6

9 Practice Areas Private Equity & Hedge Funds BW, EB, ABS, etc.), and public/private subscriptions of DRs and other securities. We have assisted overseas IPOs of and tranche offerings by Korean companies, while guiding domestic IPOs of foreign companies on the Korea Exchange. We also have actively advised Korean companies on their domestic IPOs, on the establishment and mergers of SPACs, and on raising capital through issuance of common shares, redeemable convertible preferred shares and CBs. Recognized for our expertise, we have participated as an advisor in the production of the Korea Exchange s IPO Guidebook as well as the Korea Exchange s IPO primer for foreign companies. Additionally, we were part of the task force organized for enacting the Financial Investment Services and Capital Markets Act. Financial Regulation JIPYONG s Financial Regulation Practice Group provides comprehensive legal services in compliance matters related to finance and securities. We advise on the establishment and licensing of financial institutions, regulations and rules relevant to financial institutions, development of new financial products, investigations by and reporting to relevant financial authorities, while at the same time representing clients in a full range of matters including audits, M&A transactions, and civil and criminal disputes. Given our constant interaction with and strong reputation among the major financial authorities, we offer informed and creative solutions for even the most complex problems clients may encounter. Insurance JIPYONG s Insurance Practice Group, through knowledge gained from many years of experience, provides clients with comprehensive legal services, including interpretation of insurance agreements, litigation involving insurance payouts, unfair competition issues related to insurance, domestic insurance companies entry into foreign jurisdictions, and foreign companies entry into Korea. JIPYONG s Private Equity & Hedge Funds Practice Group has contributed significantly to the development of Korea s PE market. We participated in the amendment process of the Indirect Investment Assets Management Business Act when PEFs were in the early stages of being adopted in Korea in 2005, since then we have established numerous PEFs. Throughout the years, we have contributed various articles and literature to facilitate the discussions for improving the PEF system and cooperated with the Financial Supervisory Service, the Financial Services Commission, and market participants to lead the adoption and establishment of various types of PEFs including overseas resources development PEFs, corporate finance stabilization PEFs, corporate restructuring PEFs, and corporate partnership PEFs. Additionally, we recently participated in the task force for reviewing regulations on PEFs and are taking part in the amendment process of the Financial Investment Services and Capital Markets Act. Through our extensive experience in overseas business and vast network of international contacts, our Private Equity & Hedge Funds Practice Group offers effective advice on the overseas investment and advancement of Korean PEFs. Moreover, we provide comprehensive legal services related to Korean hedge funds and offer as well the registration and liaison services for overseas PEFs and hedge funds. Legal and tax consulting for the optimal investment structure Comprehensive service in relation to the establishment and registration of PEFs (creation of AOI, incorporation, filing reports and licensing applications to FSS and FSC) Preparation of fund documents Registration of PEF GPs Execution of PEF investments Post-investment services and regulator report services for PEFs Services on the establishment and registration of hedge funds Registration of foreign PEFs and hedge funds with FSS for their sales efforts in Korea and other sales-related services Advice to Korean pension funds on their investments in overseas PEFs and hedge funds 7

10 Real Estate & Construction Antitrust & Competition JIPYONG s Real Estate & Construction Practice Group is comprised of expert attorneys from diverse practice areas including corporate, finance, litigation, and tax. Our attorneys offer a full range of systematic legal services in the real estate and construction practice area to meet all of our clients' needs. As a result of our expertise in the practice area, we have extensive experience in providing advice on high-profile real estate and construction related transactions, including the financing and establishment of an SPC for the Incheon-Songdo New Town development project as well as the establishment of a PFV for Universal Studios South Korea development project. Additionally, our Real Estate & Construction Practice Group plays an integral role in our newly created Project Finance Normalization Center, designed to address problems and issues arising from the recent global financial crisis. In their work for the Project Finance Normalization Center, our attorneys in the Real Estate & Construction Practice Group assist clients to attain the best possible results in dealing with troubled projects by offering comprehensive, innovative solutions catered to each client and each set of facts and circumstances. Structuring of real estate transactions, including domestic and cross-border real estate investments and real estate investment trusts Construction and financing related issues including real estate development, real estate acquisition, PF ABS, PF ABCP, and PFV Cross-border real estate development transactions Real estate aspects of private investment in infrastructure projects International contract laws, government-supported construction projects and bidding processes Construction finance, maintenance, guarantees and infringement of environmental rights Fair trade-related issues, including collusion and subcontracting Labor-related issues, including industrial safety and industrial disasters Construction administration regulations, city planning and zoning laws Redevelopment/reconstruction and new town development projects JIPYONG s Antitrust & Competition Practice Group strives to find practical, effective solutions for clients at a time when the increasing role of Korea's Fair Trade Commission ( KFTC ), along with its strict application of the competition laws, is becoming more evident as companies expand and cross-border transactions increase. The KFTC has been intensifying efforts to prevent harmful effects from anticompetitive business combinations, unfair trade practices, concerted actions, abuse of market dominance, cartels, and monopolies. Our Antitrust & Competition Practice Group is comprised of former high-ranking officer from the KFTC and seasoned attorneys who have experience in representing both the KFTC as well as corporate clients. Our attorneys are poised to address any of the myriad of antitrust and competition issues clients may face, as we are intimately familiar with the workings and processes of the KFTC, and by making full use of our experience and knowledge, we can advise clients on how to most efficiently and effectively deal with the KFTC and achieve the best possible results. Litigation related to KFTC decisions Counseling on response to corrective measures requested by the KFTC M&A transactions, joint ventures and other arrangements Leniency program for cartel upon voluntary reporting Reorganization of management structures including establishment, conversion, and operation of holding companies Reporting of violations of fair trade laws Disputes over subcontracting Franchise agreements and information disclosure agreements Door to door sales and pyramid selling Unfair signs and advertisements E-commerce and installment payment plans Damages claims for violation of unfair trade laws Litigation to cancel fines levied for M&A transactions, unfair common actions, unfair trading practices 8

11 Practice Areas Bankruptcy & Restructuring Intellectual Property JIPYONG s Bankruptcy & Restructuring Practice Group is comprised of expert attorneys who have in-depth knowledge of local bankruptcy laws, supported by years of relevant practical experience. Not only are they well-versed in domestic bankruptcy systems and procedures, our attorneys pride themselves on having obtained extensive knowledge of advanced bankruptcy systems and procedures in key territories like the U.S., U.K., and Japan. With the combination of comprehensive knowledge and many years of practical experience, we provide active legal services in workouts and guide clients from early on in the bankruptcy proceedings until the successful conclusion. We also streamline main issues for our clients so as to most efficiently and effectively aid them with negotiating workouts, filing for bankruptcy proceedings, operating business during the proceedings, and considering M&A issues relating to the proceedings. Our comprehensive legal services include providing necessary documentation, obtaining required governmental approvals, and further examining relevant laws. Throughout the proceedings, our attorneys endeavor to work within the prescribed legal procedures to find the best solutions for clients, always taking into consideration the positions of debtors, creditors, asset purchasers, and other interested parties. Establishment and execution of a reorganization plan Filing for and handling of bankruptcy and rehabilitation proceedings Continuing operation of business during bankruptcy and rehabilitation proceedings Lawsuits to a company subject to rehabilitation under rehabilitation proceedings Development of a plan for creditors, shareholders, and interested parties to secure payments of debt and contractual rights during bankruptcy proceedings as well as related litigation matters Sale of assets of a company under bankruptcy proceedings International bankruptcy matters JIPYONG s Intellectual Property Practice Group has extensive knowledge and experience in key specialty areas, whose innovations are driving the technological and lifestyle advances in today's world. The intellectual breadth and depth of our attorneys make them perfectly suited to address often complex and multidisciplinary needs of our clients in these fast-changing times. Employing such knowledge and experience, we provide legal services that are practical and business focused. From application and registration of industrial rights, copyrights and trademarks, to representation in actions related to licensing, trade secrets, unfair competition and work-for-hire inventions, we establish and protect IP rights for our clients. We work closely with our clients to protect their rights including our efforts to identify and block entry of IP infringing goods through customs procedures as well as to immediately stop IP infringing acts through timely and aggressive IP infringement lawsuits. Searches and registrations of patents, trademarks, copyrights, utility models and designs Administrative and judicial actions Intellectual Property Tribunal rulings on patents, designs and trademarks Intellectual property transfer or license agreements Infringement of trade secrets Unfair competition disputes Image rights, publicity rights, and character merchandising Trademark services and other related issues, such as trade names, trade dress, and domain names Online digital contents and database Cease and desist letters Registration and use of geographic indications Strategic intellectual property counseling 9

12 Tax Labor & Employment JIPYONG s Tax Practice Group is committed to providing state-ofthe-art tax advice on both domestic and international transactions in assisting clients to achieve their business goals with maximum tax efficiency. Our attorneys provide a wide range of advisory services in the areas of, among others, corporate income tax, individual income tax, state and local tax, VAT and customs duties. Our attorneys also give advice on international strategic tax planning and tax compliance and provide representation before tax authorities and the courts. Striving to fully meet the needs of clients, JIPYONG s Tax Practice Group works closely with transactional attorneys and accountants at the firm to identify and analyze complex tax issues and formulate creative solutions for a broad range of transactions. JIPYONG s Labor & Employment Practice Group provides practical and expert advice on all matters related to the labor and employment area, given increasingly complex workplace issues that may arise from doing business in Korea. A former Supreme Court Justice, who is renowned for his expertise in labor and employment law, and veteran attorneys with extensive experience in all aspects of labor and employment law make up our exceptional Labor & Employment Practice Group. We advise on termination of employees, establishment of employment regulations, labor unions, other employment-related issues arising from day-to-day personnel management, and relevant litigation and criminal proceedings. Additionally, we provide clients with legal services for human resources management in corporate restructuring, mergers and acquisitions, and spin-offs. Tax planning for establishment of joint ventures, subsidiaries, and permanent establishments Tax advice for mergers and acquisitions and restructuring related tax due diligence Tax advice on multinational transaction issues such as crossborder financing transactions, global trade, and foreign investment Filing for tax reduction and/or exemption General advice on problems pertaining to permanent establishments and withholding tax Advise on all aspects of tax litigation Legal advice and support on tax audits Tax advice for investment in securities, debt instruments and derivative products Tax advice on structured financing transactions, including sales and lease-backed transactions and asset-backed securities issuance Tax advice on real estate sales and acquisitions, on leasing transactions, and on REITS-related transactions Tax advice on issues related to trade and customs duties Tax advice on business succession Labor disputes and issues related to labor unions Collective bargaining agreements Disputes involving employee dismissal, suspension, and other related issues Standards and methods of restructuring Labor issue arising from M&A transactions Counseling on employment rules and guidelines Counseling on prevention against sexual harassment at the workplace Employment and service agreements, including non-competition agreements, consulting service agreements and termination agreements Executive compensation, including stock options and bonus programs Pensions and employment-related insurances Work environment and employee safety and health Litigation on unlawful termination related to corporate restructuring Litigation on dismissal for probation Litigation on death from overwork Litigation legitimacy of labor restructuring Litigation legitimacy of labor union strikes 10

13 Practice Areas Maritime White Collar Criminal Defense JIPYONG s Maritime Practice Group is widely regarded as one of the best in Korea. Our Maritime Practice Group has extensive experience in representing ship owners, P&I (protection and indemnity) clubs, and marine insurance companies. We conduct investigations regarding shipping accidents as well as handle marine safety proceedings, arbitration matters, and litigation in providing clients a comprehensive array of legal services related to all maritime and insurance matters. Our Maritime Practice Group has been recognized in Korea and abroad for its stellar track record and commitment to client service. We have been selected as the Firm of the Year for the Shipping & Maritime category in 2012 by Asia-Mena Counsel. We have also been recognized as a leading firm in the field in top international legal directories including Asialaw and Legal 500 Asia Pacific. In particular, Mr. Choon-Won Lee, who leads the team, has been singled out as one of the best lawyers in the field by Asialaw Leading Lawyers and by International Law Office, which awarded him the Client Choice Award in Marine accidents including sinking of ships and fires Oil spill accidents Bill of landing and cargo transportation Ship charter agreements Shipbuilding agreements and ship purchase agreements Shipping finance Airplane accidents Air transportation International trade Marine insurance Insurance contracts and insurance laws Product liability insurance and general long-term insurance JIPYONG s White Collar Criminal Defense Practice Group has been set up to best represent clients in today's complex business environment. Representing clients in criminal cases in these times requires substantial knowledge and expertise, as capturing the nuances of intricate facts and effectively employing specialized legal principles from a wide range of related fields are paramount to the successful outcome of the cases. To best benefit our clients, our White Collar Criminal Defense Practice Group is comprised of attorneys with expertise in diverse practice areas, including general corporate, M&A, corporate finance, labor, antitrust and competition, environmental compliance, and intellectual property. In this way, our attorneys bring to bear their unparalleled expertise and experience in providing the most effective representation to our clients. Corporate compliance and internal investigations Theft and misuse of corporate funds, including malfeasance and embezzlement Labor management relations, employment termination and litigation Securities investigations and enforcement Patent, trade secret, copyright litigation Criminal antitrust investigations and trials Environmental compliance and enforcement Construction claims 11

14 Family Law Government Contracts JIPYONG s Family Law Practice Group draws on the experience of attorneys with years of distinguished service in various areas of family law. Our attorneys include former Chief Judge and law clerks of the Family Court and have unmatched experience advising clients on sensitive matters including paternity, child custody, wills, and inheritances. We have also been at the forefront of the surging international family law disputes, providing clients with effective legal solutions by utilizing our group of experienced foreign-licensed attorneys and our extensive network of overseas partners. Divorce and marriage dissolutions De facto marriage termination Division of estates, child custody and parenting time Paternity issues International divorce Disputes over wills and inheritance Business succession JIPYONG s Government Contracts Practice Group is comprised of attorneys with extensive experience and network in the area of government contracts with many members having close ties to the National Assembly. We have successfully advised on infrastructure development projects related to the development of roads, harbors, and bridges; and on energy projects related to the development of new and renewable energy such as power plants. We work continuously to offer our clients the best legal advice and solutions from the planning stages of projects to their completion, and we base our services on industry specialization, accumulated knowledge, and practical experience. In addition, through our Global Business Center, attorneys who are regional experts, and our international offices, we offer tailored advice to clients in the areas of natural resources, energy, and infrastructure. We serve as a faithful partner for companies in their overseas expansion, including their investment in mines and acquisitions of corporations for energy and forest development. Sanctions, fines, and penalties under national contract laws Regulations concerning national and local contract laws, government ordered construction and bidding Disputes related to contracts ordered by the government, local governments, and public organizations Legal issues that public enterprises may face when doing business Private investment related to infrastructure Defense contracts ordered by the Defense Acquisition Program Administration Legal issues that may arise among defense enterprises and contracting companies Legal issues related to overseas exports of defense enterprises Responding to criminal sanctions against practitioners in the defense industry 12

15 Practice Areas Litigation & Arbitration Legislative JIPYONG s Litigation & Arbitration Practice Group has been the anchor of our firm and is widely regarded as one of the best in Korea. With a group of accomplished attorneys that includes a former Supreme Court Justice, a former Constitutional Court Justice, seasoned veterans with a track record of precedentsetting cases, and dynamic young attorneys in tune with rapid transformations in the Korean legal landscape, we offer clients unparalleled and comprehensive legal representation in disputes from a wide range of practice areas. Our attorneys have achieved success across the board in all major practice areas. We have represented and obtained favorable results for clients on general corporate matters including those related to joint ventures and management rights. We have a stellar record in finance-related cases, in particular those dealing with project financings, derivatives, and investments made by financial institutions and insurance companies. In construction and real estate, we have amassed expert knowledge not only in conventional construction and real estate cases but also in cases stemming from newer trends such as private-public partnerships and urban renewal projects. In M&A and unfair competition cases, we put forth reasonable alternatives in arriving at the best option for our clients. At a time when Hallyu, the Korean Wave, is spreading across the globe and technological innovations continue to develop at a rapid pace, we have been active in cases protecting and enforcing IP rights of individuals and companies. JIPYONG s Legislative Practice Group is formed to advise clients on the legislative support work often necessary in these rapidly changing times. Our legislative support services include not only advising on interpretation and application of laws but assisting in the enactment and amendment of laws. Our team of attorneys is comprised of experts in the areas related to legislative support work, including a former Constitutional Court Justice, a former Supreme Court Justice, and a former chief aide to a member of the National Assembly. In particular, we are widely recognized in Korea as the foremost experts in administrative law and constitutional law, having successfully handled many complex and precedent-setting cases in such areas. As a result, we have actively represented both private clients as well as government organizations, such as the Ministry of Trade, Industry, and Energy; the Ministry of Education; the Ministry of Unification; and the Small and Medium Business Administration. Assist government organizations in drafting bills, proposing legislation, and reviewing proposals for enactment and amendment of laws Assist clients in the private sector by providing support and consulting services for enacting and amending laws to address their concerns Assist in guiding the National Assembly to fulfill its duty to enact socially responsible legislation Finance & Securities Private Equity & Hedge Funds Mergers & Acquisitions Real Estate & Construction Antitrust & Competition Bankruptcy & Restructuring Intellectual Property Information Technology & Media Tax Constitutional Law Administrative Law Labor & Employment International Arbitration & Dispute Resolution 13

16 Practice Areas Resources, Energy & Environment Information Technology & Internet JIPYONG s Resources, Energy & Environment Practice Group assists clients with all their needs related to the energy, resources, and infrastructure sector, representing industry leaders in some of their largest transactions. Our dedicated attorneys combine their wealth of skills and experience in providing comprehensive counseling and strategic regulatory advice to both private-sector and public-sector clients around the world. For energy, we have handled matters in the areas of power generation as well as renewable and alternative forms of energy. Regarding resources, we have advised clients on investments in coal and iron ore mining operations and reforestation projects in Asia and beyond. As for social infrastructure projects, we advise clients from the initiation to completion of projects, and in particular, we advise on social infrastructure projects in developing countries that promise to lay the foundation for their continued economic growth. Our attorneys are at the cutting edge of today's most pressing legal issues in the changing energy, resources, and infrastructure sector, offering innovative solutions through our systematic and ongoing research efforts. Climate change and alternative energy Renewable energy and sustainability projects Resource development, investigation and licensing Clean-up project development, site investigations and counseling Attracting investment Licensing agreements and approval proceedings Real estates and SOC projects Contaminated sites and public nuisance investigations, and other environmental torts JIPYONG s Information Technology & Internet Practice Group takes pride in a distinguished level of expertise in the information technology and internet area. In a dynamic modernday business landscape where information and telecommunications technologies and their regulations alike change more swiftly than ever before, it is practically impossible to ignore the impact brought on by the emergence of the internet as the common medium of communication and by the proliferation of e-businesses. Our lawyers merge their savvy in the internet, e-commerce, and telecommunications to furnish our clients with seamless legal services on telecommunications and cyber law-related matters. Among others, we provide assistance to a variety of information technology companies, including internet service providers, internet content developers, software developers, video game developers, software publishers, internet software vendors, and infrastructure developers. Protection of privacy and personal information Complex legal matters involving e-commerce transactions (B2B, B2C, B2G, P2P, etc.) Cyber law-related issues, including cyber crimes, piracy, censorship, and ISP liabilities Internet domains and semiconductors Digital contents industry related issues, including online games, communications, broadcasting, and e-learning Digital intellectual property related issues 14

17 Health Care & Biomedical Retail & Consumer JIPYONG s Health Care & Biomedical Practice Group has continued to build on its recognized expertise in health care and biomedical areas, where professional knowledge, specialized training, and hands-on experience are a necessity. We provide tailored and comprehensive advice to meet the unique needs of our clients including medical institutions and physician groups, guiding them through the industry's complex and rapidly changing environment. With Mr. Sung-Soo Kim, who is the first legal practitioner licensed to practice medicine in Korea, as the central figure, our Health Care & Biomedical Practice Group provides the most effective legal services in all aspects of health care and biomedical areas. In addition to domestic laws and regulations, Mr. Kim has been actively engaged in research projects on health care laws of the United States and Japan. Civil, criminal disputes involving medical accidents Legal advice and analysis related to medical records Health care laws and related administrative laws Operation of medical institutions and staff issues Pharmaceutical and biotechnology companies Occupational and environmental diseases License agreements, patents and trade secrets of pharmaceutical companies Manufacturing, sales, import compliance for pharmaceutical products and medical equipment General problems with the sale of pharmaceutical products and medical equipment Diverse issues arising from further developments in the pharmaceutical and biomedical industries JIPYONG s Retail & Consumer Practice Group proactively advises clients on matters related to distribution of goods in these changing times. Today, a majority of products and services go through multiple distributional channels before reaching customers. Whereas in the past a distributor's role was serving as the bridge between manufacturer and consumer, with the advent of large-scale distributors, the role of distributors has changed to one that more directly impacts the manufacturing and consumer markets. Also, as e-commerce develops, physical space limitations have been reduced, and distributors have more freedom to conduct their trade for maximum benefit. We proactively advise clients on legal issues that can arise from the rapidly developing and changing markets in guiding clients to avoid potential legal pitfalls and disputes in the distribution process that can have a negative impact on their business. Franchising Operation of department stores, discount retail outlets and home shopping operators Door-to-door sales and pyramid sales operations E-commerce and installment transactions Franchising in overseas territories 15

18 Entertainment & Media Global Practice JIPYONG s Entertainment & Media Practice Group focuses on issues related to diverse areas in the field, including motion pictures, television shows (dramas), music, live performances, and online games, in providing our clients in-depth analysis and pragmatic legal solutions that will help them meet their business goals. For all its uniqueness, the entertainment and media industry requires vast knowledge of general principles and rules from multiple disciplines. Through our representation of key players in the entertainment and media industry in Korea over the years, such as leading broadcast studios and media companies, we have gained the special know-how in most effectively and efficiently applying relevant multidisciplinary rules and regulations, including those from IP, corporate, finance, and antitrust areas, to deliver legal services best suited for the needs of our entertainment and media clients. The Broadcast Act and the Newspaper Act, and ensuing disputes Defamation disputes arising from broadcast, newspaper, magazines and other media reports Entertainment business permits and approvals Film financing, production, cross-border distribution, and joint production Entertainment management and talent agency agreements Exclusive contracts and service contracts of movie actors and singers Contract stipulations of live stage performers Disputes relating to online games, including piracy and plagiarism Professional athlete management and representation Music publishing contracts and related litigation Illegal duplication and distribution of films and music JIPYONG has established its position as one of the leading Korean law firms in international practice by providing legal services on project finance, real estate development, overseas investment, and mergers and acquisitions in strategic territories such as China, various Southeast Asian countries (including Vietnam), Russia, Kazakhstan, the Philippines, India, the United Kingdom, Canada, the United States, Japan, South Africa, and others. In particular, we have strong China and Southeast Asia practices, as evidenced by ten international offices and desks across Asia. By combining the resources of our main office with local expertise and knowledge, we aim to provide comprehensive legal services to our clients. International taxation and overseas investment consulting Incorporation, joint venture and strategic alliance Mergers and acquisitions between Korean and foreign companies Project financing Real estate development Natural resources development International capital markets Litigation, arbitration and dispute resolution International trade issues including trade disputes and antidumping Patent filing and intellectual property rights related consulting Various global businesses (research and study, publications, education, etc.) 16

19 Practice Areas China Practice JIPYONG established the China Practice Group in 2002 by bringing on board a core group of skilled attorneys with extensive experience in matters related to China, and ever since then, we have been offering our clients first-rate legal services in meeting their needs for all China-Korea related matters. Shanghai Office JIPYONG s Shanghai office, established in 2007, is comprised of an exceptional team of Korean and Chinese attorneys that provides clients with effective and accurate legal services in a diverse range of cases and transactions. the Vietnam offices of major Australian law firms, Freehills and Allens Arthur Robinson, in successfully counseling Korean businesses in major projects there. Hanoi Office In January 2009 on the back of the great success of our Ho Chi Minh City office, we opened our second Vietnam office in Hanoi, the capital of Vietnam, to better provide legal services covering the nation s northern region. An expert attorney who has gained extensive experience in diverse areas of law including M&A, real estate, finance and securities in the Seoul office now heads up the Hanoi office, offering localized, expert legal advice to clients. China Alliance & Network Through strategic alliances with Chinese law firms, accounting firms, and patent offices located in various areas in China including Beijing, Shanghai, Qingdao (Shandong province), Shimyang (Liaoning province), and Guangzhou (Guangdong province), we provide a one-stop destination for optimal legal services for our clients. Vietnam Practice JIPYONG s Vietnam Practice Group is comprised of attorneys specializing in diverse fields including M&A, joint ventures, real estate, finance and securities, SOC, and natural resources development, and has provided expert legal advice on foreign investment in Vietnam. We have two offices in Vietnam, one in Ho Chi Minh City and another in Hanoi, to meet our clients high demand. Ho Chi Minh City Office Our Ho Chi Minh office was established in September 2007 to provide systematic and comprehensive legal advisory services for companies that wish to expand their business into Vietnam. The office is overseen by two veteran lawyers with extensive experience in Vietnam. One has handled transactions in a diverse range of practice areas including M&A, real estate, project finance, SOC, and securities, while the other has amassed unmatched expertise in Vietnam, having worked for Cambodia Practice JIPYONG opened its Cambodia office in early Our attorneys in the Cambodia office have represented public institutions such as KOTRA, the Korean embassy in Cambodia and Korea Deposit Insurance Corporation, as well as major Korean companies such as Kookmin Bank (Cambodia branch), Tongyang Securities Cambodia, GS Construction, POSCO E&C, Hanhwa, and Daewoo International. Laos Practice JIPYONG has been actively involved in Laos-related matters since In 2009, we entered into an partnership agreement with the biggest law firm in Laos, Lao Law & Consultancy Group (LLC), and since then, we have built a solid cooperation network of governmental authorities and leading professional firms to provide one-stop legal and consulting services to our clients on diverse areas including capital markets, finance, real estate, investment, M&A, natural resources development, and SOC. Thailand Practice JIPYONG possesses an impressive track record of having advised on wide-ranging matters related to Thailand. Such matters have included the establishment, acquisition, and operation of Thai joint ventures; submission of applications for foreign investor benefits to the Board of Investment of Thailand; real estate development; financing and collateral; ABL securitization of 17

20 Practice Areas airfares; waste disposal projects financed by the Bank of Thailand; and franchising. Through our accurate knowledge of the Foreign Business Act and relevant laws as well as our close relationships with local regulatory authorities, we have advised our clients on all aspects of investing in Thailand. Myanmar Practice Myanmar, widely regarded as Asia s last golden market, is opening up its doors to the world, and the interest in investing in Myanmar has been rapidly increasing among foreign investors. Since 2010 we have been active and at the forefront in contributing to the opening up of the Myanmar market. We have set up a local entity comprised of experienced attorneys, CPAs and other expert professionals in providing our clients a one-stop destination for comprehensive advisory services for doing business in Myanmar. Indonesia & Malaysia Practice Since 2008, JIPYONG has advised Korean companies on M&A and foreign investment transactions in Indonesia and Malaysia. For Indonesia in particular, we have provided legal advice on diverse matters including acquisition of a local bank, forestry, agriculture, mining, real estate, and dispute resolution. Building on such experience, we have entered into alliances with top-tier local law firms in order to assist businesses in making entry into the energy and natural resources as well as infrastructure markets in the regions. As the most active Korean law firm to expand into strategic markets in Asia, we have collaborated with one of the preeminent law firms in Indonesia in setting up the Korea Desk in Indonesia. Philippines Practice JIPYONG has formed the Philippines Practice Group with attorneys who are experts in local laws and investment processes in the Philippines so as to meet the growing demand of Korean and foreign companies investing in the Philippines. We provide top-notch legal services related to real estate development, SOC, natural resources development, and joint investment in the Philippines. Australia & New Zealand Practice JIPYONG s Australia & New Zealand Practice Group is led by a veteran attorney who has extensive experience with matters related to Australia and New Zealand, having worked over ten years at Australian law firms, Freehills and Allens Arthur Robinson. In aiding the entry of Korean businesses into the local markets, we handle a diverse range of work that includes matters related to mining development, public works financing, federal court litigation, and FTA negotiations. We also have provided project financing for multi-use housing and commercial complexes in New Zealand. Russia & Central Asia Practice JIPYONG s Russia & Central Asia Practice Group specializes in advising clients on investments in Russia and Central Asia including Kazakhstan, Uzbekistan, and Mongolia. Our Russia & Central Asia Practice Group was first established when we recruited an attorney who earned Ph.D. from the Institute of World Economics and International Relations at Russian Academy of Sciences to the firm in In 2008, when another star attorney with a Ph.D. in international law from the Moscow State Institute of International Relations, joined the firm, we began to actively offer our clients professional and specialized legal services for the Russia and Central Asia region. In addition to the two key members, the Russia & Central Asia Practice Group is comprised of talented attorneys who have special knowledge and passion for the region and whose diverse areas of practice include M&A, finance, general corporate, SOC, foreign direct investment, and tax. Japan Practice To meet the increasing demand for legal services regarding Korea-Japan deals, JIPYONG has formed our Japan Practice Group comprised not only of attorneys who are experts in diverse practice areas but those who can directly communicate to clients in Japanese. We have advised on a wide range of Korea-Japan matters including IPOs of a Japanese company on the Korea Exchange and of a Korean company on the Tokyo Stock Exchange, IP litigation between Korean and Japanese 18

21 North Korea Practice companies, M&A transactions between Korean and Japanese companies, the entry into Korean markets by Japanese businesses, the establishment of JVs in Korea, and the sale of derivatives in Korea by a Japanese trading company. We also provide our Japanese clients with accurate and first-rate legal services for their entry into strategic locations in China and Southeast Asia. Brazil, Central & South America Practice JIPYONG s Brazil, Central & South America Practice Group is comprised of experts in the region with extensive knowledge and experience in foreign investments and other key areas of law. We have alliances with leading law firms in Central and South America, and we are part of a close-knit network that includes the Korean embassy in Brazil, governmental organizations such as KOTRA (Korean Trade-Investment Association), the Korea Chamber of Commerce in Brazil, and leading local businesses in Central and South America. India, Middle East, Africa Practice Building on our international experience and knowledge, JIPYONG s India, Middle East, Africa Practice Group works closely with our partner firms from various territories within India, the Middle East, and Africa in providing effective, efficient legal advice to our clients for making entry into the respective regional markets. North America & Europe Practice As Korean businesses strengthen their competitive edge and foreign investments increase, the instances of entry into and investments in the U.S., Canada, and Europe have been rising as well. Experienced attorneys who have extensive knowledge of the regions and their local laws, including foreign attorneys who have worked in the regions, make up JIPYONG s North America & Europe Practice Group that offers our clients first-rate, efficient legal services to best aid them in satisfying their business needs. As geopolitical international circumstances change, there are prospects that North Korea will open up and more investments will flow into the nation. Many Korean businesses have expressed interest in investing in North Korea, especially in natural resources development and SOC opportunities. In order to aid clients interested in investing in North Korea, JIPYONG has assembled a group of seasoned attorneys who hold unmatched expertise in and knowledge of the North Korean legal system, history, and economy. Members of the North Korea Practice Group actively engage in professional activities and associations related to our work in North Korea, including the Legal Advisory Committee on Gaesong Industrial Complex, 100 North Korea Specialist Forum, Gwanghwamun Unifications Forum, and North Korean Legal Research Society. Based on our attorneys collective knowledge of North Korea and their wide affiliations with various groups that study, research, and analyze North Korea, we have advised on commercial exchanges, investments, disputes, and other matters pertaining to North Korea. We seek to continue to provide quality legal services for the Korean government as well as Korean and foreign institutions and businesses that are interested in doing business with or in North Korea. Establishment of corporate entities and local affiliates of foreign companies Operation of foreign invested companies General legal advice on investment, litigation, trade activities and other relevant issues 19