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Corporate Legal Affairs M&A/Corporate Governance Food and Pharmaceutical Japan

[Corporate Advisory] Completion of Legal Advisory on Establishment of a Japan Joint Venture Company by Dong-A ST

Barun Law LLC (Foreign Attorney Oh Hijoung, Partner Attorney Choi Jae-woong, Attorney Lee Hye-jun, and Attorney Kim Jun-young) successfully provided comprehensive legal services in connection with the establishment of a joint venture company in Japan between Dong-A ST Co., Ltd. and ITOCHU CHEMICAL FRONTIER Corporation (a chemical/pharmaceutical subsidiary of Itochu Corporation, one of Japan's largest general trading companies). The scope of work included drafting and negotiating the joint venture agreement, shareholders' agreement, and other related contracts.

Notably, although the joint venture company was established primarily for business operations in Japan, the transaction fell within the scope of pre-merger notification under the Korean Monopoly Regulation and Fair Trade Act. Barun Law conducted an extensive review and analysis of financial data, market data, and competition-related materials required for the filing, and duly completed the pre-merger notification process with the Korea Fair Trade Commission (KFTC). The team also responded promptly to supplementary requests raised during the review process, ensuring the successful completion of the merger filing.

In addition, Barun Law provided strategic advice regarding business cooperation agreements between the client and its partner company, aimed at safeguarding the client’s interests in the course of the joint venture's business operations after its establishment. In particular, the firm closely reviewed and negotiated detailed provisions on royalty payments, exclusive business rights, and dispute resolution mechanisms, offering guidance to balance and align the parties' respective interests.

Through this engagement, Barun Law once again demonstrated its ability to deliver legal services that maximize client value in an environment of increasing cross-border M&A activity. By thoroughly analyzing regulatory requirements and legal differences across jurisdictions, the firm provides optimal structures and strategies tailored to each transaction, identifies and manages risks at every stage, and ensures both stability and efficiency in transactions. Barun Law remains committed to delivering integrated legal solutions that support clients in achieving their strategic objectives.