Tong-Gun Lee

Practice Areas

Mr. Tong-Gun Lee is a senior partner at Shin & Kim, where he has served as a corporate counsel since 2000. His primary practice areas include inbound and outbound M&As, joint ventures, private equity transactions, hostile takeovers and defenses, pre-IPO investments, corporate restructuring, squeeze-out transactions, shareholder disputes, and general corporate law.

Mr. Lee has worked on landmark transactions in international investments, hostile takeovers and defenses, M&A transactions, corporate restructurings, and governance matters, many of which have been named the Deal of the Year by the International Financial Law Review, Asian Legal Business, CFO Asia, etc. With his extensive experience in corporate governance matters, M&A transactions and M&A-related disputes across a diverse range of industries, Mr. Lee is known for his sophisticated and detailed contract drafting and excellent negotiation skills, making him the first choice for clients in complex transactions. He advises not only strategic investors such as major domestic corporations but also prestigious financial investors, earning high praise for his balanced understanding and consulting in addressing the needs of both strategic and financial investors.

Mr. Lee graduated from Seoul National University College of Law and received his certificate of completion from Seoul National University Graduate School of Public Administration and his LL.M. from Stanford Law School. Mr. Lee completed the 29th judicial training course at the Judicial Research and Training Institute. He also worked at the New York office of Cleary Gottlieb, one of the world's leading law firms, as an international lawyer. He has published on various legal issues related to M&A and has presided at numerous seminars and lectures. He has been recognized annually as a leading lawyer in the field of Corporate/M&A as well as being awarded as Lawyer of the Year and Deal Maker of the Year by major domestic and international media outlets including The Korea Economic Daily, Chambers, Asialaw Profiles, IFLR, Legal 500, and Legal Times.

Career

Member, Coordinating Committee for the Creditor Financial Institutions (2009)

Lecturer, Judicial Research & Training Institute, the Supreme Court of Korea (2008-Present)

International Lawyer, Cleary Gottlieb Steen & Hamilton LLP, New York (2006-2007)

Prosecutor, Seoul Central District Public Prosecutors' Office (2003)

Shin & Kim LLC (2000-Present)

Judicial Research & Training Institute of the Supreme Court of Korea (1998-2000)

Professional Memberships

Korean Bar

Publications

Issues Concerning Capital Reduction of Listed Companies, BFL No. 117, January 2023 (Co-authored)

Shareholders Agreement (Voting Agreement), The Outline of Corporate Act, 4th edition (March, 2022) (Co-authored)

The Private Equity Review (11th edition) Part II, Investing - "Korea" chapter, Law Business Research, 2022 (Co-authored)

The Private Equity Review (8th edition) Part II, Investing - "Korea" chapter, Law Business Research, 2019 (Co-authored)

Issues Relating to Shareholders Agreement – Mainly From a Drafting Point of View, BFL Vol. 67 (September, 2014) (Co-authored)

Putting the squeeze on shareholders, Asialaw Korea Annual Review, 2013 (Co-authored)

Putting on the squeeze, IFLR (November, 2012) (Co-authored)

Squeeze-out of Minority Shareholders under the Amended Korean Commercial Code, Invest Korea Bulletin (September, 2012) (Co-authored)

“Education materials for practical matters of (hostile) M&A”, Judicial Research and Training Institute (2008-Present)

"Legal Issues in Proxy Fighting regarding Management Competition", BFL, Vol. 27 (January, 2008) (Co-authored)

“Possibility of use of defense means against hostile M&A available the laws of USA in Korean legal system”, Research of Securities Laws Vol. 8, Edit. 2 (December, 2007) (Co-authored)

“Foreign Bidders Welcome Korean Takeover Changes”, International Financial Law Review (March, 2005) (Co-authored)

“Analysis of State v. Kim Bo Eun, Kim Jin Kwan”, Law Journal of Seoul National University College of Law (December, 1992) (Co-authored)

Work Highlights

[M&A transactions]

Advised multiple financial investors on their investment in Goodai Global

Advised a major Korean conglomerate on its acquisition of a U.S. robotics company

Advised a financial investor on its acquisition of the aesthetic business division of a domestic conglomerate

Advised a domestic company on the sale of its polyurethane business division to a major French corporation

Advised IMM PE on the sale of Genuone Science, a leading CDMO company specializing in synthetic drugs in Korea

Advised Pharma Research on the Induced investment, a European investment company, through the sale of minority interests

Advised Hana Securities on the sale of Gimcheon Energy Service, Pyeongtaek Energy Service, and Jeonbuk Integrated Energy

Advised on acquisition of MSS Holdings (parent company of Mona Lisa and SsangYong C&B, etc.) from MS PE of Indonesia APP Group

Advised KCC on acquisition of shares and management rights of U.S. MOM Holding Company from SJL Partners

Advised IMM Credit Solution on its investment in KT Cloud

Advised MBK Partners on its acquisition of Nexflex, a leading domestic manufacturer of flexible copper clad layer films (FCCL) for smartphones

Advised SD Biosensor and SJL Consortium on the acquisition of Meridian, a US-listed company

Advised CJ ENM on its minority investment in Must’it, an online luxury goods sales platform

Advised OCI on its acquisition of Bukwang Pharmaceutical

Advised CJ ENM on its acquisition of Endeavor Content, a US content creation agency (transaction value of approximately KRW 1 trillion as of 2021)

Advised IMM PE on the acquisition of PetFriends, a leading pet commerce company; acquisition of Kolmar Pharma and the transfer of the pharmaceutical business of Kolmar Korea; sale of Taihan Cable & Solution; and investment in Shinhan Financial Group

Advised KCC on the sale of its affiliates, KCC Silicone, KCC Basildon (KCC's silicone subsidiary in the U.K.) and KCG (KCC's subsidiary in Guangzhou, China), to Momentive for the corporate governance restructuring of KCC’s silicone business

Advised the Government of Singapore Investment Corporation (GIC) on its acquisition of a stake in Starbucks Coffee Korea

Advised IMM Investment on its investment in Musinsa, a fashion platform

Advised Well to Sea No. 3 Investment Purpose Company on the sale of Aju Capital to Woori Financial Holdings

Advised Hansol Paper and Mirae Asset Daewoo Hunters Private Equity on the sale of Hansol Paper's subsidiaries in Denmark, the Netherlands, and Germany

Advised IMM Investment on its acquisition of convertible preferred shares (CPS) of Wemakeprice

Advised AJ Rent-A-Car on its acquisition of SK Networks' car rental division

Advised CJ CheilJedang on its acquisition of Schwan's Company, a U.S. frozen food company

Advised the consortium of SJL, KCC, and Wonik on the acquisition of Momentive, a US silicon company

Advised the consortium of Tencent, IMM, JKL, and Saehan Venture Capital on the investment in Bluehole

Advised on the sale of SK D&D’s stake to Hahn & Company

Advised on the sale of CJ Healthcare

Advised Novelis on its in-kind contribution to the Ulsan Plant Division and the establishment of a joint venture with Kobe Steel

Advised Group H on its acquisition of a U.S.-listed company

Advised Samsung Electronics on its investment in Dongjin Semichem

Advised IMM on the investment in Hyundai Samho Heavy Industries; acquisition of Taihan Cable & Solution; investment in Mars Entertainment in Turkey; sale of DST; the investment in Kyobo Life Insurance; investment in POSCO Special Steel; the investment in an affiliate of Doosan Group; acquisition of KT Rental; sale of Hollys; acquisition of Hyundai Cement; sale of Cap; and investment in K-bank

Advised SK Networks on the acquisition of Dongyang Magic; investment in MMX in Brazil; acquisition of Pinx; acquisition of Kumho Rent-a-Car China; and acquisition of Woongjin Coway

Advised OCI on the sale of OCI Materials and the sale of Ordeq

Advised SK E&S on the sale of power plant packages

Advised FILA on its acquisition of management control of Titleist

Advised on the joint venture of Kyungchang Industrial and Bosch in Germany

Advised Hansol Group on its acquisition of a Danish paper company and a Dutch paper company

Advised Mirae Asset PE, etc. on the acquisition of the headquarters of Coffee Bean in the U.S.

Advised Dongbu Group on its acquisition of Daewoo Electronics

Advised Lotte Group on its acquisition of Buy the Way and CS Distribution

Advised on landmark M&A transactions across diverse sectors, including the merger of Woori Investment & Securities and LG Investment & Securities, Hanwha Consortium's acquisition of Daehan Life Insurance, Woori Financial Group's acquisition of LG Investment & Securities, SK Energy's acquisition of the coal and minerals business division, and the pursuit of acquisitions of Daehan Investment & Securities and Korea Investment & Securities

[Disputes between shareholders, including management disputes]

Represented investors of Doosan InfraCore's Chinese subsidiary DICC in a lawsuit seeking liability for breach of shareholder agreement against Doosan InfraCore (claim amount of around KRW 700 billion)

Provided defense counsel against KCC's hostile M&A attempt on Hyundai Elevator

Advised on the dispute between Schindler and Hyundai Elevator

Advised on the dispute between Kumho Petrochemical and Kumho Asiana

Advised SM Entertainment on responding to an activist fund

Advised numerous companies including Daelim Ceramics, Hyein, iCols, GNCO, Hankook Corporation, Sambu E&C, DS Global, Lakeside, Money Today, My Asset, Shinsung Electronics, Samhwa Paint, Dr. Chung's Food, and Korea financial enterprises on corporate control disputes and shareholder disputes

Advised overseas insurance companies on W&I Insurance disputes.

Education