Finance
[Financial Regulatory Response] Case in which Barun Law represented a commercial bank that had received advance notice of sanctions from the Financial Supervisory Service regarding the sale of Hong Kong H-Index ELS products, and successfully secured reductions in administrative fines as well as mitigated sanctions to a warning and reprimands for executives and employees
1. Case Overview a. Client represented by Barun Law A commercial bank b. Background As equity-linked securities (ELS) sold by commercial banks and linked to the Hong Kong H-Index suffered losses due to a decline in the H-Index, resulting in aggregate losses exceeding KRW 200 billion at five major banks around January 2024, the issue became a major social concern. The Finance Supervisory Service (the "FSS") conducted on-site inspections primarily targeting commercial banks, and media reports indicated that the degree of mis-selling was severe. The FSS took measures to address the situation, including recommending commercial banks to voluntarily pay compensation, while the Financial Services Commission (the "FSC") determined that the base amount for administrative fines would be calculated based on sales revenue. Amid receiving advisory services from multiple law firms, the commercial bank sought assistance from us, which possess particular expertise in responding to financial regulatory authorities. 2. Our Arguments and Role At the inspection stage, we identified regulatory trends and advised the client—first among the banking sector—to initiate voluntary compensation. Furthermore, even prior to the issuance of the advance notice of sanctions, we actively engaged in advocacy by preparing summary opinion letters and anticipated sanction assessment proposals, while providing multifaceted advice to the client. At the sanctions deliberation stage, we advised on revising and supplementing joint submissions prepared by multiple law firms, and conducted advocacy and provided strategic guidance aimed at effectively persuading the deliberation committee and achieving reductions of at least two levels in sanctions imposed on both the entity and its executives and employees. 3. Outcome and Significance As a result of our proactive efforts, the FSS Sanctions Committee: With respect to disciplinary measures against executives and employees, instead of imposing severe sanctions (ranging from three-month suspension to one-month salary reduction) on six individuals as initially notified, applied an unprecedented two-level reduction and determined light sanctions of reprimand for all individuals; With respect to institutional sanctions, instead of imposing a severe sanction of partial business suspension for six months as initially notified, imposed a light sanction of institutional warning; With respect to administrative fines and penalties, reduced the amount by several tens of billions of KRW, from the KRW 300 billion range to the KRW 200 billion range. By successfully handling a significant financial regulatory case for a commercial bank and achieving exceptional results, we minimized the client’s financial losses and enabled all executives and employees to avoid the risk of being effectively forced out of the financial industry. □ Attorneys in charge: Cho Jae-bin, Jin Moo-sung, Lee Eun-kyung, Ahn Ju-hyun
2026. 03. 31
Finance and Litigation
[Financial Litigation] Case in which Barun Law represented the Securities and Futures Commission and prevailed on appeal by overturning a first-instance judgment in an administrative lawsuit filed by an overseas financial company challenging an administrative fine for illegal short selling
1. Case Overview The plaintiff, a foreign financial investment company, held 26,436 shares of Company A listed in Korea. Due to an error by an employee of Company A in connection with a planned issuance and listing of new shares, 105,744 shares were erroneously reflected in the system as available for order prior to the listing date. Meanwhile, the plaintiff entrusted the sale of 105,744 shares to Securities Firm B under a Good-Till-Cancelled (GTC) order, and Securities Firm B submitted multiple sell quotes to the Korea Exchange prior to the listing date, some of which resulted in executed trades. Subsequently, the Securities and Futures Commission (defendant) determined that, with respect to 210,744 shares exceeding the quantity actually held, the plaintiff had placed sell orders without owning the shares (i.e., illegal short selling) in violation of the Capital Markets Act, and imposed an administrative fine of KRW 3.874 billion. The plaintiff filed a lawsuit challenging the disposition. 2. Our Arguments and Role The court of first instance held that all quotes submitted during the relevant period were based on the plaintiff's orders, and that it was lawful for the SFC to assess the entrusted short sale quantity as 175,000 shares. However, it also held that, with respect to duplicate submissions of quotes for the same shares on the same day due to an error by overseas broker C, such duplicate shares could not constitute grounds for disposition against the plaintiff. Further, applying the legal doctrine concerning discretionary abuse in administrative fines, the court ruled that partial cancellation was not permissible and that the disposition must be entirely revoked, thereby canceling the administrative fine in full. On appeal, the plaintiff argued that GTC sell orders are not valid in the Korean stock market, that Securities Firm B independently submitted multiple quotes, and that liability arising from the error of broker C could not be attributed to the plaintiff. In response, we conducted a thorough analysis of the Capital Markets Act and relevant KOSDAQ market regulations, and actively demonstrated that GTC orders have been validly used in practice in Korea, thereby successfully defending the first-instance finding that grounds for disposition existed. In addition, we established that the plaintiff directly transmitted specific orders to broker C, which resulted in the receipt of sell orders by Securities Firm B, and that a legal relationship such as agency existed between the plaintiff and broker C under the terms and conditions of broker C. In particular, with respect to the duplicate shares issue, which had been the basis for the loss at first instance, we argued that, in cases involving entrusted illegal short selling, the administrative fine should be calculated based on the quotes actually submitted, regardless of whether the number of submitted quotes exceeds or falls short of the entrusted order quantity. We demonstrated that this interpretation is consistent with the literal wording of the law as well as its systematic and logical interpretation in light of the purpose of the regulatory framework. Based on this argument, we succeeded in overturning the first-instance judgment by establishing that the entire quantity of short sale orders should be included in the calculation of the administrative fine. 3. Significance of the Judgment This case involved a foreign financial investment company seeking the cancellation of a large administrative fine imposed by the SFC. We conducted an in-depth review not only of the applicable laws and regulations but also of market practices concerning specialized securities trading methods such as GTC orders and short selling, and effectively presented a legal theory on the calculation of administrative fines. As a result, we overturned the adverse first-instance judgment and contributed to reinforcing the credibility of Korean financial authorities in the international arena. □ Attorneys in charge: Ahn Ju-hyun, Baik In-you
2026. 03. 31
Construction & Real Estate
[Construction & Real Estate] Advisory on the execution of a business agreement and lease agreement for Company T's Songdo Golden Harbor Wellness Spa & Resort Development Project
1. Overview of the MatterBarun Law LLC provided comprehensive legal advisory services to Company T throughout the entire process of drafting, negotiating, and executing the business agreement and lease agreement in connection with a large-scale wellness spa and resort development project at the Songdo Golden Harbor site in Incheon. This matter involved establishing the core contractual framework necessary for the implementation of a large-scale tourism and leisure mixed-use development project. It required a comprehensive review of numerous key issues, including the rights and obligations between the project developer and the public-sector counterparty, project implementation schedules, lease structure, permits and approvals and development-related conditions precedent, treatment upon termination, and allocation of various risks. We reviewed key legal and practical issues from the contract structuring stage and supported the overall process through to the negotiation of contractual terms and final execution, thereby successfully advising on the conclusion of the principal agreements forming the foundation for the project. 2. Distinctive Features of the Matter and Role of Barun Law LLCThis matter required a high level of expertise, as it went beyond a simple real estate lease agreement and involved a structure in which the business agreement and lease agreement were closely interlinked within a large-scale mixed-use development project premised on publicly owned development land. A key task was to ensure structural consistency between the business agreement and the lease agreement, while at the same time balancing the public sector's need for management and oversight and public interest considerations without undermining the developer's investment stability and project feasibility. In addition, the matter required simultaneous consideration of legal and commercial perspectives on core provisions that frequently give rise to issues in large-scale development projects, including project duration, construction commencement and opening schedules, performance guarantees, force majeure, procedures for amendment of the agreement, restoration obligations, and the effects of termination. Based on applicable laws and public development practices, Barun Law LLC carefully reviewed the contractual language and focused on ensuring structural consistency among the agreements and a balanced allocation of risks across provisions. Furthermore, we provided active advisory services throughout the entire process from establishing negotiation strategies and identifying key issues to adjusting contractual language and supporting final execution so as to derive commercially acceptable terms from the developer's perspective. 3. SignificanceThis matter is significant in that it involved the execution of a business agreement and lease agreement forming the foundation of a large-scale mixed-use wellness and tourism development project on a major development site in Korea. In particular, it serves as a useful reference for similar large-scale development projects and public-private partnership initiatives, as it demonstrates the successful structuring and execution of interrelated business and lease agreements in a project combining public land development, long project duration, regulatory approvals, and investment elements. Barun Law LLC will continue to provide sophisticated and practical legal advisory services aligned with clients' business objectives and transaction structures, based on its accumulated experience in real estate development, tourism and leisure infrastructure, foreign investment, and mixed-use development. □ Attorneys in charge: Jin Hye-in, Rieu Kim, Kim Ji-su, Grace Koh, Lee Si-yoon
2026. 03. 31
Antitrust and Competition
[Fair Trade] Case in which Barun Law overturned the first-instance judgment on appeal and secured a ruling granting the defendant's counterclaim in a dispute concerning the applicability of the Franchise Business Act to a "network hospital"
1. Case OverviewMedical professional A (hereinafter "Defendant A") and B (hereinafter "Defendant B"; collectively with Defendant A, the "Defendants") entered into a consulting services agreement and a trademark license agreement (collectively, the "Agreements") with Company C (hereinafter the "Plaintiff"), an MSO (management services organization) operating a well-known network hospital brand, and opened a branch under that brand. However, in the course of operating the hospital, Company C failed to properly provide the consulting services promised at the time of contract execution, excessively interfered in hospital operations while failing to comply with various obligations under the Franchise Business Act, and even engaged in violations of the Medical Service Act, such as unauthorized access to patients' medical charts. Accordingly, the Defendants notified termination of the Agreements on the grounds that the trust relationship had been irreparably damaged due to the Plaintiff's various unlawful acts. In response, the Plaintiff asserted that such termination was unlawful and sought damages of hundreds of thousands of dollars. Thereafter, in the course of litigation, the Defendants filed a counterclaim seeking the return of the deposit under the trademark license agreement, on the premise that the termination of the Agreements was lawful. In the litigation between Defendant A and the Plaintiff (the "Defendant A Case"), the court of first instance partially granted the Plaintiff's claims and dismissed Defendant A's counterclaim. However, on appeal, we succeeded in overturning the first-instance judgment and obtained a ruling dismissing the Plaintiff's claims and granting the Defendant's counterclaim. At the same time, in the first-instance proceedings of the litigation between Defendant B and the Plaintiff (the "Defendant B Case"), we also secured a judgment dismissing the Plaintiff's claims and granting the Defendant's counterclaim. 2. Our Arguments and RoleWe actively argued that the transactional relationship between the Plaintiff and the Defendants constituted a franchise business subject to the Franchise Business Act, and that the trust relationship between the parties had been destroyed due to the Plaintiff's violations of the Act and its unauthorized access to medical charts. Accordingly, we contended that the Defendants' termination of the Agreements was lawful. The main issues in the case were therefore whether the Franchise Business Act applied to the Agreements and whether the Plaintiff's access to medical charts was justified. For the Franchise Business Act to apply, the following requirements must be satisfied: (i) use of the franchisor's business mark; (ii) sale of goods or services in accordance with specified quality standards or business methods; (iii) provision of support, education, or control over management and business activities; and (iv) a continuous transactional relationship involving the payment of franchise fees in consideration for such support and education. In typical network hospital arrangements, the requirement of "control over management and business activities" is often not satisfied due to legal prohibitions under the Medical Service Act against interference with medical practice. However, in this case, we actively argued that the Franchise Business Act should apply on the grounds that the Plaintiff had compelled the Defendants to follow manuals specifying even detailed prescription contents. As a result, the appellate court in the Defendant A Case rejected the Plaintiff's argument that it had not intervened in medical practice, and the first-instance court in the Defendant B Case expressly recognized that the Franchise Business Act applied to the Agreements. In addition, with respect to the unauthorized access to medical charts, the Plaintiff argued that (i) such conduct was contractually permitted, and (ii) there was implied consent from the Defendants. We effectively rebutted these arguments, establishing that the Plaintiff's conduct was impermissible both under the Agreements and under the Medical Service Act. Through our active advocacy, both the appellate court in the Defendant A Case and the first-instance court in the Defendant B Case recognized that the trust relationship between the Plaintiff and the Defendants had been destroyed due to the Plaintiff's fault, and that the Defendants' termination of the Agreements was lawful. As a result, in both cases, the Plaintiff's claims were dismissed and the Defendants' counterclaims were granted. 3. Significance of the JudgmentThis case reaffirmed that the application of the Franchise Business Act is not excluded merely because the business operates in the medical sector. It also confirmed that a continuing contractual relationship may be terminated on the grounds of a breakdown of trust between the parties. In light of this judgment, MSOs operating network hospital brands should assess whether their business structures present risks under the Franchise Business Act, and medical professionals operating network hospitals through MSOs should examine whether they may qualify as franchisees entitled to protection under the Act. Furthermore, parties should be mindful that conduct undermining mutual trust in a continuing contractual relationship may result in termination of the contract. □ Attorneys in charge: Baek Kwang-hyeon, Oh Ji-hyun
2026. 03. 31
Antitrust and Competition
[Fair Trade] Case in which Barun Law represented a subcontractor and secured a KFTC order imposing administrative fines on a prime contractor for violating the Subcontracting Act by failing to issue the required statutory written document in the course of requesting technical data
1. Case Overviewa. Client represented by Barun Law A company engaged in the manufacture and sale of semiconductor equipment, qualifying as a "subcontractor" under the Subcontracting Act (the "Act") (hereinafter "Company A") b. Background Company A possessed proprietary technology and know-how relating to semiconductor equipment, in particular "prober chillers" used in manufacturing processes. In connection with the supply of chillers, Company A entered into a prober chiller development and supply agreement with another semiconductor equipment manufacturer (hereinafter "Company B"), and developed and supplied the prober chillers accordingly. During the development process, Company B, in the course of coordinating with semiconductor manufacturers, requested that Company A provide technical data, including piping diagrams and parts lists for the prober chillers without complying with the procedures prescribed under the Act. In the spirit of cooperation, Company A provided all such materials. However, after completion of the supply of the prober chillers, Company B abruptly terminated its business relationship with Company A and began independently manufacturing prober chillers through its subsidiary. c. Proceedings On behalf of Company A, we filed a complaint with the KFTC alleging violations of the Subcontracting Act by Company B, advancing the following arguments: 1) Company B entrusted Company A with the manufacture of prober chillers used in its equipment and is a business entity larger in scale than Company A; therefore, the Subcontracting Act applies to the prober chiller development and supply agreement between Company A and Company B. 2) The piping diagrams and parts lists provided by Company A relate to the manufacturing methods of prober chillers. If obtained by competitors, such materials would enable them to save time and costs and gain a technological advantage. These materials embody know-how accumulated by Company A over years in the field of refrigeration and air-conditioning technology, are not obtainable without Company A, and were managed as confidential by restricting access and marking and notifying their confidential nature. Accordingly, such materials constitute "technical data" under Article 12-3 of the Act. 3) Since the Subcontracting Act applies to the supply agreement and the materials provided constitute "technical data," Company B was required, when requesting such technical data, to issue a written document in accordance with Article 12-3(2) of the Act. However, Company B failed to provide any such written document and instead merely requested the materials via email, thereby obtaining the technical data from Company A. 4) Accordingly, Company B's conduct in obtaining technical data in violation of Article 12-3(2) of the Act must be strictly sanctioned. In particular, considering that the purpose of the Act in prescribing the method for requesting technical data is to prevent prime contractors from indiscriminately obtaining materials containing a subcontractor's proprietary technology by leveraging their superior bargaining position, there is a strong need to impose strict sanctions on Company B's violations. 2. DecisionThe KFTC accepted our arguments, finding that Company B violated the procedures set forth in Article 12-3(2) of the Act by requesting technical data such as piping diagrams and parts lists from Company A in the course of their subcontracting relationship, and issued a corrective order and imposed administrative fines on Company B. 3. Our Arguments and Role During the KFTC investigation, Company B argued that the contract between Company A and Company B was a sales contract and therefore not subject to the Subcontracting Act. In response, we demonstrated in detail that the contract constituted a manufacturing consignment agreement rather than a sales contract, emphasizing that Company B issued purchase orders specifying detailed specifications after execution of the contract, upon which Company A commenced manufacturing the prober chillers. 4. Significance of the Decision In subcontracting relationships, subcontractors are often compelled to comply with the demands of prime contractors due to the latter's superior bargaining position, without sufficient opportunity to assess whether such demands are improper. The purpose of Article 12-3(2) of the Act is to require prime contractors, even where there are legitimate grounds to request technical data, to issue a written document in the prescribed form, thereby preventing the unauthorized flow of a subcontractor's technology and establishing a sound order in subcontracting transactions. By assisting Company A in this case and ensuring that Company B's violation of the Act resulted in KFTC sanctions, we demonstrated that violations of the Subcontracting Act relating to technical data can lead to serious regulatory consequences. The KFTC's decision adopting our arguments not only heightened awareness regarding requests for technical data by prime contractors vis-à-vis subcontractors, but also contributed to safeguarding fair and sound subcontracting practices. □ Attorneys in charge: Baek Kwang-hyeon, Jung Young-hun, Han Weon-cheol
2026. 03. 31
Construction & Real Estate
[General Commercial / Civil Litigation] Case in which Barun Law successfully secured dismissal of a counterparty's application for a preliminary injunction seeking confirmation of the validity of a data center electricity supply agreement despite the fulfillment of a contractual condition subsequent
1. Case Overview a. Client represented by Barun Law Korea Electric Power Corporation (KEPCO) b. Background Company A planned to construct a data center and entered into an electricity supply agreement with KEPCO for power usage following construction. The agreement provided that it would lapse if Company A failed to submit a building permit for the facility using the electricity within a specified period. Company A failed to submit the building permit within the prescribed period. c. Proceedings Company A argued that the contractual condition subsequent was invalid as it violated the principle of good faith and the doctrine of estoppel, and that delays in KEPCO's substation construction led to delays in electricity supply, such that the agreement could not lapse due to the failure to submit the building permit. Company A further contended that lapse of the agreement would significantly hinder the data center project, which involved substantial investment, and therefore asserted that the electricity supply agreement remained valid. 2. Decision The court rejected Company A's arguments and dismissed the application for a preliminary injunction. 3. Grounds for Decision The agreement expressly provided that it would lapse upon failure to meet the deadline for submission of the building permit, and no violation of the principle of good faith or the doctrine of estoppel was found. Moreover, delays in substation construction did not justify an extension of the deadline for submission of the building permit. 4. Our Arguments and Role We emphasized the principle under civil law that the agreement automatically lapses upon fulfillment of an expressly stipulated condition subsequent, and argued that such a condition could not be deemed unlawful when considering the function of electricity supply agreements and the relationship with other electricity users. 5. Significance of the Decision This decision clarified the interpretation and application of contractual conditions subsequent and is particularly meaningful in that it reduced uncertainty in KEPCO's practice of electricity supply agreements, where similar conditions are inevitably included. □ Attorneys in charge: Ko Young-han, Lee Eung-se
2026. 03. 31