Corporate Finance Advisory Lawyer | Getting the deal structure and paperwork right from the start

Corporate Finance Advisory | Which financing structure fits your situation?

Companies typically raise capital through one of these structures, each with different implications for control, repayment obligations, and disclosure. The right choice depends on your growth stage, cash flow, and how much dilution or debt you can absorb.

Corporate Finance Advisory | Term Sheet to Definitive Agreement

A term sheet captures the commercial intent, but it is rarely enforceable in full and often omits mechanics that only surface once the definitive agreement is drafted. Reviewing this gap early prevents renegotiation fights later.

Valuation and anti-dilution mechanics

Pre-money and post-money valuation figures need to be tied precisely to a fully diluted share count, including any option pool top-up, or the founder's actual dilution can differ significantly from what the term sheet implied. Full-ratchet versus weighted-average anti-dilution clauses also produce very different outcomes in a down round.

Liquidation preference stacking

When multiple investment rounds exist, the order and multiple of liquidation preferences determine who gets paid first and how much on an exit or dissolution. Participating preferred structures can leave common shareholders, including founders, with far less than expected even in a profitable exit.

Drag-along and tag-along rights

These provisions determine whether a majority investor can force a sale that binds minority shareholders (drag-along) or whether minority shareholders can join a sale on the same terms (tag-along). Their scope and trigger thresholds are frequently negotiated points in shareholders' agreements.

Corporate Finance Advisory | Covenants, Security, and Default Remedies

Loan and bond documentation is where financing risk is actually allocated. The negotiated covenants and remedies determine how much operational flexibility the company retains and what happens if performance falls short.

Financial and negative covenants

Financial covenants (e.g., debt-to-equity ratio, minimum EBITDA) and negative covenants (restrictions on additional borrowing, asset disposal, dividend payment) can constrain a company's ordinary business decisions for the life of the facility. A breach can trigger cross-default clauses across unrelated facilities, so covenant headroom should be modeled against realistic business projections, not best-case ones.

Security interests and perfection

Security over shares, receivables, or inventory must be properly perfected to be effective against third parties in insolvency, typically through registration or possession depending on the asset type (민법 제349조, 동산·채권 등의 담보에 관한 법률). An unperfected security interest can leave a lender effectively unsecured if the borrower later becomes insolvent.

Regulatory approvals and disclosure

Certain financings trigger reporting or approval obligations, such as large shareholding reports for listed company investments (자본시장과 금융투자업에 관한 법률 제147조) or foreign investment notification requirements. Missing a required filing can delay closing or expose the parties to administrative sanctions after the fact.

Corporate Finance Advisory | From Initial Review to Closing

Corporate Finance Advisory | How Fees Are Calculated

※ Costs vary depending on case complexity and specific circumstances; exact fees will be provided during consultation. No specific outcome is guaranteed.

Corporate Finance Advisory | Self-Check Before You Sign

Frequently Asked Questions

Official References

• Korea Law Information Center — https://www.law.go.kr
• Easy-to-Find Everyday Legal Information — https://easylaw.go.kr
• Korea Legal Aid Corporation — https://www.klac.or.kr
• Ministry of Employment and Labor — https://www.moel.go.kr