Cross-border M&A involving a Korean target rarely ends at closing. Undisclosed liabilities surface, earn-outs are contested, and reps-and-warranties claims follow. For foreign acquirers and sellers, the dispute is won or lost in how the deal was drafted and how quickly claims are built. This practice represents foreign parties in Korean M&A disputes — led by Donghyun Kim, Attorney at Law, trained in M&A at Kim & Chang with Ministry of Justice (International Legal Affairs) experience.
The disputes we handle
- Representations & warranties breaches — undisclosed liabilities, tax exposure, labor and litigation contingencies.
- Indemnification claims — notice, survival, caps, baskets, and de minimis thresholds.
- Earn-out & purchase-price adjustments — disputes over accounting, performance metrics, and post-closing conduct.
- Interim-period breaches — covenants and conditions between signing and closing.
- Post-closing control & governance — board, shareholder, and minority disputes after the deal.
Why a deal-trained litigator changes the outcome
A dispute over a representation is, in substance, a dispute about what the parties bargained for. Counsel who has structured M&A transactions reads the SPA, disclosure schedules, and data room the way the drafters did — and turns that into leverage faster than a generalist litigator. Cross-border experience also means the case is run in English for your headquarters while litigated correctly in Korea.
Arbitration vs. Korean court litigation
Many cross-border deals specify arbitration (often KCAB or ICC). The seat, language, and governing law chosen at signing drive enforceability later. Where the agreement points to Korean courts, local procedure and evidence rules govern. We assess the dispute-resolution clause first, because it defines the battlefield.
Frequently asked questions
What are the most common post-closing disputes in Korean M&A?
Breach of reps and warranties (undisclosed liabilities, tax, labor), earn-out and price-adjustment disputes, indemnification claims, and interim-period breaches.
How long do we have to bring an indemnification claim?
It turns on the SPA’s survival and notice provisions, layered over statutory limitation periods. Prompt, documented notice is critical.
Can we arbitrate a Korea M&A dispute?
Yes, with a valid arbitration clause (often KCAB or ICC). Seat, language, and governing law materially affect enforcement.
This guide is general information, not legal advice, and does not create an attorney–client relationship. Outcomes depend on specific facts.
In an M&A dispute over a Korean target? Email the deal type, your role (buyer/seller), and the core issue to dhkim@saemunan.com or call +82-2-2138-1341. Counsel by Donghyun Kim, Attorney at Law · Saemunan Law Office, Seoul.