Korea-US Cross-Border Acquisition — Asset Purchase Agreement

BUSINESS & COMMERCIAL · SONG LAW FIRM CASE STUDY

Korea-US Cross-Border Acquisition — Asset Purchase Agreement

Business · M&A · Asset Purchase · NJSA 14A:10-1 · HSR Act · Cross-Border

Client Profile

Client U, a mid-sized Korean IT company, was preparing to enter the U.S. market through the acquisition of a New Jersey-based SaaS company. The deal required bridging counsel between the Korean parent and U.S. transactional teams.

Facts of the Case

The target had stable recurring revenue and an established U.S. customer base, making it a strong fit for the client's U.S. market entry.

The transaction was structured as an Asset Purchase, and the engagement required comprehensive review of post-close key-talent retention and parent-subsidiary integration strategy.

Legal Issues · NJ Statutes and Case Law

N.J.S.A. 14A:10-1 et seq. — NJ Business Corporation Act. Procedural framework for asset purchases, stock acquisitions, and mergers.

Smaller transactions may fall within HSR Act (Hart-Scott-Rodino Antitrust Improvements Act) reporting thresholds; advance analysis is required.

Post-close issues — successor liability, consents to assignment of key contracts, employment and benefits succession, IP transfer, and data/privacy obligations — all required combined review.

Song Law Firm's Strategy

Song Law Firm coordinated comprehensive due diligence across financial, legal, tax, operational, and HR domains, while integrating the Korean parent's priorities (key-talent retention, integration timeline, cross-cultural management) into the deal approach.

The firm drafted, negotiated, and finalized the Asset Purchase Agreement, with parallel Korean- and English-language support throughout to eliminate communication gaps between the two sides.

The firm also advised on HSR exemption analysis, NJ registration procedures, post-close integration scheduling, and the decision-making architecture between the Korean parent and the U.S. subsidiary.

Outcome and Significance

The transaction closed within the timeline the client requested, achieving both core goals: key-talent retention and the establishment of a U.S. market foothold.

Integration governance between the Korean parent and the U.S. subsidiary was designed in advance, supporting operational stability after closing.

Takeaways and Lessons

Korea–U.S. cross-border acquisitions require combined attention to law, tax, HR, and culture in both jurisdictions, not merely document drafting.

The deal structure (asset vs. stock vs. merger) drives substantial differences in tax treatment, successor liability, and required consents; advance analysis is decisive.

The involvement of bilingual Korean–English counsel who can act as the bridge between the Korean parent and the U.S. client is a core ingredient of deal success.

Contact · Song Law Firm

✉ Email: mail@songlawfirm.com

🌐 Online Consultation: songlawfirm.com/consultation/

📍 Address: Parker Plaza, 400 Kelby St, 19th Floor, Fort Lee, NJ 07024

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