Corporate Governance / Management Rights Disputes

Overview

In the current environment in which shareholders’ rights and demands are becoming increasingly more prominent, it is imperative for corporations to respond to such demands and resolve related legal issues in an expeditious manner. Kim Chang Lee provides customized solutions to disputes involving ownership structure and management rights of corporations based on its wealth of experience and expertise accumulated over several decades.

Kim Chang Lee’s specialists in the corporate governance practice group possess extensive experience in representing institutional investors and activist shareholders in improving corporate governance, increasing enterprise value and strengthening shareholders’ rights. Our practice leaders also have represented domestic corporate clients in defending their management rights against actions of activist shareholders and advised on preemptory measures to prevent disputes involving corporate governance issues.

Kim Chang Lee provides optimal solutions to securing and defending management rights and differentiated services in the full range of areas related to management right disputes including formulation of practical strategies for shareholder activism, advisory on disclosure obligations of foreign investors when acquiring management control of domestic entities, proxy voting, advisory on minority shareholders’ rights including shareholder proposal rights, right to access account books, right to remove directors/statutory auditors and right to convene extraordinary shareholders’ meeting, formulation of strategies for shareholders’ and board of directors meetings, litigation for cancellation of shareholder resolutions, litigation for nullification of merger and applications for preliminary injunction against management’s decisions.

Representative Cases

    • Domestic and foreign institutional investors, including global investment banks, with respect to their shareholder proposal rights against public companies
    • Domestic and foreign investors in responding to shareholders’ meeting agenda on changes to the corporate governance structure such as merger or spin-off
    • Domestic and foreign investors in applications for preliminary injunction seeking invalidation/cancellation of shareholder resolutions and related lawsuits
    • Several domestic public companies with respect to improving their corporate governance structure
    • Several domestic public companies in matters relating to meetings of shareholders
    • Several domestic public companies with respect to investor relations issues concerning domestic and foreign investors
    • Domestic voting right consultancy with respect to its legal issues
    • Advisory on convening of an extraordinary meeting of shareholders of a domestic public company to reform its corporate governance structure
    • Shareholders of several domestic companies with respect to ways to stabilize the corporate governance structure of those companies by way of execution of shareholders agreements, etc.