YOON&YANG

Yoon & Yang LLC successfully advised NAU IB Capital on acquisition of 100% stake in Sun Fluoro System Co., Ltd. (“Target Company”), a Japanese semiconductor equipment company, through establishment of a new technology business investment association under the Specialized Credit Finance Business Act for a total consideration of JPY 26 billion (approximately KRW 250 billion).

As legal counsel for NAU IB Capital, Yoon & Yang provided comprehensive legal support throughout the transaction. The firm’s responsibilities included reviewing the transaction structure, conducting legal due diligence on the Target Company’s subsidiaries in Korea and the United States, and coordinating with local law firms in Japan, China, and Taiwan in respect of due diligence conducted for the Target Company’s subsidiaries in those jurisdictions. In addition, Yoon & Yang drafted, reviewed and negotiated key transaction agreements, including the memorandum of understanding (MOU) and share purchase agreement (SPA), supported the client on various regulatory filings, such as Japan’s Foreign Direct Investment (FDI) notification and Korea’s foreign exchange transaction reporting requirements, and provided the closing assistance.

In particular, this transaction involved a multitude of complex, multi-jurisdictional issues due to the Target Company being headquartered in Japan, with its subsidiaries located in Korea, Taiwan, China, and the United States, and having numerous Japanese individual shareholders as sellers. Yoon & Yang played a pivotal role from structuring to closing of the transaction, offering effective solutions that seamlessly navigated the differing legal and regulatory environments across jurisdictions and successfully aligned diverse interests of all parties involved, ultimately enabling the successful closing of the transaction.