Sejong lawyers who led the Supreme Court wins in the 250 billion won down payment dispute between Asiana Airlines and HDC Hyundai Industrial Development emphasized that “the thorough mergers and acquisition advice is the key to winning.” Sejong proved that Corona 19 was the reason for the withdrawal of the M & A contract based on solid consultation, and won the first to three trials.
Kang Shin -seop, former lawyer of Sejong (13th Judicial Research and Training Institute), said in an interview with the Korea Economic Newspaper on the 24th, “large lawsuits like Asiana have a huge wave in the industry.” “It was the key to consistently explaining the essence of M & A and the reason for the dispute, and Song Mu and Advisory lawyers worked together to make a litigation strategy.”
Acquisition of a company that failed to be Corona 19, and a four -year lawsuit
The dispute between Asiana and HDC Hyunsan dates back to 2019. HDC Hyunsan signed an M & A contract worth 2.5 trillion won with Asiana and Kumho E & C on December 27, 2019. The down payment reached 250 billion won. However, when the Corona 19 fan Demicks spread the following year, HDC Hyunsan refused to pay the payment, saying, “Asiana’s financial position has worsened.”
Sejong, who was in charge of Asiana’s M & A consultation, joined hands with Hwa -woo, a law firm, in November 2020, in November 2020, and filed a lawsuit for damages. M & A’s responsibility is on HDC Hyunsan, so the down payment belongs to Asiana. HDC Hyunsan said, “Since I have never refused deal closing (termination), it is not legitimate.”
The first trial in November 2022 and the second trial in March 2024 raised Asiana’s hands. On the 13th, the Supreme Court finally dismissed the appeal, and the four -year and four months of litigation ended with Asiana’s victory. The down payment of 250 billion won also returned to Asiana. Kang said, “The four months of dismissal of the psychological fire (dismissal without psychology) passed by without a long time, but fortunately the Supreme Court concluded quickly.”
Lee Won Sejong (26th) recalled, “I felt that I won the victory after winning.” “We interviewed 15 employees and thoroughly prepared a newspaper,” he said. “In the first trial, three plaintiffs and two defendants were adopted.
Can you have M & A?
The core issue of the lawsuit was whether Corona 19 corresponds to the M & A contract ‘MAE’. Is HDC Hyunsan a problem with Corona 19? MAE is a provision that can irritate the contract if a bad news occurs in the selling company before the termination of the transaction. It is common to have an exception if it affects the entire market rather than an individual company, such as the economic downturn and genius.
Sejong lawyers said that in the summer of 2019, the initial advice of Asiana M & A played a decisive role in winning. Lee Chang -won Sejong (19th) said, “After the fan Demick, HDC Hyunsan showed skeptical attitudes in deal closing, and it was not possible to close it before normalization.”
The lawyer said, “The risk burden due to the forceive force is the area to be agreed by the contractors, and the natural disasters were left as an exception.” “There are not many cases of similar cases, so we have reviewed and actively quoted the English -American law case.”
“From the contract stage, you have to get rid of the fire.”
Since 19, even after Corona 19, unexpected variables such as the Ukrainian war and the US tariff measures continued to appear, it was advised to prepare for risks from the M & A contract stage. Sejong lawyers called for “concrete agreement and explicitly defined,” to reduce the room for disputes. No matter how complicated the facts are, the legal disputes are eventually dependent on the contract.
Park Se -gil, a 36 -year -old lawyer, said, “At the time, the M & A agreement was clearly included in that the consent of the acquaintances could not be rejected or delayed, and the court considered it.” In particular, he said, “If you cancel the contract, you must specify the penalty of sanctions in addition to damages,” he said.
In this lawsuit, which lasted for more than four years, the collaboration between Sejong and Hwa -woo, the two large law firms, was also the foundation of the victory. Kang said, “We did not share our roles for each issue, and we decided to take turns in turn.” “In a lawsuit like a marathon, mutual respect and Hoyang are essential,” he said.
By Park Si -on, reporter ushire908@hankyung.com
