M&A·Investment
The more complex the capital transaction,
the more a single clause in the agreement changes the future of a company and its founders.
"MAST Law Firm combines precise legal analysis with strength at the negotiating table, so that each client's capital transaction closes safely and becomes a driver of long-term business growth."
Legal advice on M&A and investment begins with identifying, in advance, the potential legal risks that a large-scale transaction poses to the company, its founders, and other stakeholders. It then calls for designing the transaction structure with precision so that the client's core interests are protected without gaps, and for putting essential safeguards in place for the client from the negotiation stage through to the definitive agreement.
From seed investment through Series rounds, Pre-IPO, M&A, and PMI, MAST has built a track record exceeding KRW 1 trillion in the startup and private company sector alone.
In M&A and investment, where structures and interests are closely intertwined, MAST brings legal and business perspectives together, advising and supporting negotiations in a way that keeps terms fair and balanced among investors, the company, founders, and other stakeholders.
To help clients overcome asymmetries of information and differences in experience, MAST sets out the guidelines and rationale for negotiation at the outset and stays with the client at every stage of the transaction.
Key Services
Mergers & Acquisitions (M&A)
We provide close, end-to-end support throughout domestic and cross-border mergers and acquisitions, driving each transaction through to a successful closing.
- +Advisory on M&A Deal Structuring
- +Advisory on the Full M&A Process, from Launch through Closing
- +Review of Deal Terms and Negotiation Support
- +Drafting and Review of Definitive Agreements, including Share Purchase Agreements (SPA), Asset Purchase Agreements (APA), Mergers and Spin-offs, and Comprehensive Share Exchanges
- +Legal Support for Same-Industry and Cross-Industry Bolt-on M&A and Post-Merger Integration (PMI)
- +Advisory on Cross-border M&A
- +Business Combination Filings and Other M&A-Related Regulatory Filings and Responses
Fundraising·Venture Capital
We balance the interests of founders and investors (VCs, PE funds, and accelerators), designing secure contractual structures that reflect the characteristics of each round.
- +Drafting, Review, and Negotiation of Investment Agreements and Shareholders' Agreements for Seed, Series, and Pre-IPO Rounds
- +Structuring and Risk Review of Various Investment Instruments, including CB, BW, RCPS, and SAFE
- +Advisory on Overseas Fundraising, Flips, and Cross-border Deals
- +Design and Negotiation of Founder Equity Protection Provisions, including Vesting, Anti-dilution Adjustment (Refixing), and Tag-along Rights
Legal Due Diligence
In M&A and investment, resolving the information asymmetry surrounding the target company is critical. Through legal due diligence, MAST identifies latent legal risks and reflects them in the deal terms and the definitive agreement.
- +Review of the Legal Validity of the Target Company's Governance Structure and Capital Composition (Shares, Stock Options, etc.)
- +Review of the Legality of the Target Company's Core Business and of License, Permit, and Regulatory Risks
- +Review of Legal Risks in Material Contracts such as Commercial and Financial Transactions (including Change of Control Clauses)
- +Review of the Ownership of Intellectual Property (IP) and of License Relationships
- +Review of Human Resources and Labor Matters, Compliance, Pending Litigation and Disputes, and Contingent Liabilities
- +Reflection of Due Diligence Findings in Deal Terms and Definitive Agreements (Design of Representations and Warranties, Special Indemnification, and Conditions Precedent)
Closing·Corporate Registration
An investment or M&A transaction is complete only when closing and the corporate registrations that accompany it have been finalized. With our corporate advisory team and corporate registration team working together, MAST handles everything from verification of conditions precedent to closing and registration.
- +Management of the Closing Checklist and Verification of the Satisfaction of Conditions Precedent (CP)
- +Preparation and Review of Closing Documents and Management of Procedural Progress
- +Advisory on Payment Structures and Escrow Arrangements, and Post-closing Actions
- +All Corporate Registrations Accompanying the Transaction, including Paid-in Capital Increases and New Share Issuances, Mergers, Spin-offs, and Share Exchanges
Management Control Disputes·Shareholder Activism
Conflicts with business partners or investors, and disputes over management control and shareholdings, arrive without warning. Having acted on both the offensive and the defensive side, MAST responds swiftly and strategically from both perspectives.
- +Response to Management Control Disputes and Formulation of Management Control Defense Strategies
- +Advisory on and Response to Hostile M&A
- +Response to Shareholder Activism and Shareholder Proposals, and Design of Proxy Contest Strategies
- +Advisory on the Conduct of General Meetings of Shareholders and Response to Disputes among Shareholders
- +Disclosure Advisory, including Reporting of Share Acquisitions and Large-Scale Holdings (5%)
IPO Advisory·Governance Improvement
We put internal control systems and governance structures in order so that a company can establish itself successfully in the capital markets and move on to its next stage of growth.
- +Review of Legal Requirements for an IPO (Initial Public Offering) and Advisory on Proactive Risk Management
- +Governance Improvement Advisory, including Restructuring of Controlling Shareholder Holdings and the Operation of Outside Directors and the Board of Directors
- +Establishment of Compliance Systems and Crisis Management during the Listing Process