Joon Hyug Chung, A Study on the Applicable Law in International M&A Transactions, Korea Private International Law Journal, Vol. 27(1) (2021), pp.273-306.
<Abstract>
This article studies various governing law issues that arise with regard to international M&A transactions. Cross border M&A and investment transactions have increased substantially in Korea since the Asian financial crisis that occurred towards the end of 1997. After the wave of inbound investments in Korean assets by foreign investors during the early and mid 2000s, we are nowadays witnessing a boom of outbound M&A transactions initiated by Korean companies and financial investors. Despite such increase in international M&A activities, the importance of the governing law clause and various related issues have seemingly been overlooked by Korean practitioners involved in drafting M&A agreements such as share purchase agreements, asset purchase agreements and shareholders agreements. This article aims to draw awareness of legal scholars and practitioners on governing law issues in international M&A transactions. Different laws such as lex contractus, lex societatis, lex cartae sitae and lex rei sitae are applicable to international M&A transactions. This article reviews various governing law issues related to the capacity and authority of the parties in M&A transactions and agreements.
<Keywords>
Cross-Border M&A, International M&A, Governing Law, Governing Law Provision, M&A Agreement, lex societatis
Joon Hyug Chung, A Study on the Applicable Law in International M&A Transactions, Korea Private International Law Journal, Vol. 27(1) (2021), pp.273-306.
<Abstract>
This article studies various governing law issues that arise with regard to international M&A transactions. Cross border M&A and investment transactions have increased substantially in Korea since the Asian financial crisis that occurred towards the end of 1997. After the wave of inbound investments in Korean assets by foreign investors during the early and mid 2000s, we are nowadays witnessing a boom of outbound M&A transactions initiated by Korean companies and financial investors. Despite such increase in international M&A activities, the importance of the governing law clause and various related issues have seemingly been overlooked by Korean practitioners involved in drafting M&A agreements such as share purchase agreements, asset purchase agreements and shareholders agreements. This article aims to draw awareness of legal scholars and practitioners on governing law issues in international M&A transactions. Different laws such as lex contractus, lex societatis, lex cartae sitae and lex rei sitae are applicable to international M&A transactions. This article reviews various governing law issues related to the capacity and authority of the parties in M&A transactions and agreements.
<Keywords>
Cross-Border M&A, International M&A, Governing Law, Governing Law Provision, M&A Agreement, lex societatis