tax - yulchon.com seagate technology plc’s us$1.4 billion acquisition of the hard disk drive...

TAX Practice

Yulchon LLC - Worldwide O�ce Contacts

KoreaTextile Center 12F, 518 Teheran-ro, Daechi-dong, Gangnam-gu, Seoul 135-713, KoreaTel: +82-2-528-5200 Fax: +82-2-528-5228E-mail: [email protected]

VietnamHo Chi Minh CityUnit 03, 4th Floor, Kumho Asiana Plaza, 39 Le Duan St., Ben Nghe Ward, Dist.1, Ho Chi Minh City, Vietnam Tel: +84-8-3911-0225 Fax: +84-8-3911-0230E-mail: [email protected]

HanoiSuite 2502, Keangnam Hanoi Landmark Tower, Pham Hung Street, Tu Liem District, Hanoi, Vietnam Tel: +84-4-3837-8200 Fax: +84-4-3837-8230 E-mail: [email protected]

China1209, 12F, South Tower C, Raycom InfoTech Park, No. 2, Ke Xue Yuan Nan Lu, Haidian District, Beijing, 100190, P.R. ChinaTel: +86-10-8567-0828/0768 Fax: +86-10-8567-0738E-mail: [email protected]

TAX

CONTENTS

Our Firm 2

TAX Practice 4

Professionals 14

“Observers speak with one voice in proclaiming it one of the most respected and reliable practices in Korea.” • Chambers Global : The World’s Leading Lawyers for Business •

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COMMITMENT INNOVATION EXCELLENCE

Yulchon LLC is a full-service international law firm headquartered in Seoul, Korea. We employ over 360 professionals, including more than 60 licensed in jurisdictions outside of Korea. Our perspective is international and our reach is global. We represent clients from six continents and have helped companies expand around the globe. We strive to provide the most innovative solutions to the complex legal challenges confronting our clients.

Yulchon has become an acknowledged market leader in the development and practice of law. We are known for our high standards of excellence, our culture of collaborative problem solving, and our strong relationships with government agencies and other leading international advisors. We are frequently retained to negotiate multi-billion dollar transactions, to help draft new legislation and regulations, and to represent clients in high-stakes adversarial proceedings.

Applying a combination of teamwork, skill, and strong relationships with government agencies and international law firms, Yulchon maintains itself on the cutting edge of Korean law and is frequently acknowledged as the law firm to retain to negotiate precedent-setting transactions and to draft new legislation.

In particular, Yulchon’s tax group is widely regarded as the best tax practice group in Korea. The tax group advises clients on all aspects of domestic and international taxation, including some of the most sophisticated tax planning, compliance, and dispute resolution matters. Our tax attorneys and tax advisors have extensive expertise and experience in tax litigation and have obtained many favorable tax rulings for our clients in administrative and court proceedings, resulting in the satisfactory settlement of tax controversies and the procurement of special credits, deductions, and tax holidays for clients’ inbound investments. In addition, our tax group works closely with the Ministry of Strategy and Finance and the National Tax Service and has been at the forefront of the development of tax law in Korea with respect to transfer pricing, sourcing rules, and withholding taxes.

Our FirmAWARDS

“2012-2013 Firm of the Year for Taxation in South Korea” • ASIAN-MENA COUNSEL •

“2010-2011 Leading Tax Law Firm in Korea” • Asian Legal Business •

“2007-2010 Firm of the Year for Taxation in South Korea” • Asian-Counsel •

“2010 Korean-Corporate Tax Law Firm of the Year” • Global Law Experts •

“2010 Corporate Tax Advisory Firm of the Year in Korea” • Corporate INTL •

“2007-2009 South Korea Tax Controversy Firm of the Year ” • International Tax Review •

RANKINGS“2008-2014 Tier 1, Tax” • Legal 500 •

“2013 Tier 1, Tax” • Legal Times •

“2013-2014 Highly recommended, Tax” • Asialaw Profiles •

“2011-2012 Tier 1, Tax” • Asialaw Profiles •

“2008-2012 Tier 1” • International Tax Review •

“2008, 2010-2014 Band 1, Tax ” • Chambers Asia •

“2008-2014 Tier 1, Tax” • Tax Directors Handbook •

“2011 Tier 1, Client Satisfaction Survey for Tax” • Seoul Economic Daily •

“2010 1st Place, Tax ” • Donga Ilbo survey •

“2010 1st Place, Tax ” • Hankyung Business •

“2008-2009 Top Tier, International Trade/WTO” • Chambers Global •

“2007 1st for Tax ” • The Chosun Ilbo •

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The tax group is composed of highly qualified professionals who are recognized as

leading authorities and experts in the tax field. The members of our tax group have

acquired their extensive experience in the course of their practice at major law firms

both in Korea and abroad. The tax group also includes former government officials

and renowned professors of tax law. This collective experience, together with the

firm’s close ties with the National Tax Service, the Tax Tribunal, and the Ministry of

Strategy and Finance, places Yulchon’s tax group in the best position to advise and

represent its clients.

The tax group has a broad-based international and domestic tax practice and excels

at multi-jurisdictional transactions. The tax group provides all manner of tax planning,

dispute resolution, legislative, administrative and policy-related services to numerous

clients including corporations, financial institutions, and individuals. More specifically,

Yulchon’s tax group has substantial experiences in planning, structuring, and

negotiating tax aspects of all types of domestic and cross-border transactions,

including corporate f inancing, acquis i t ions, divest i tures, jo int ventures,

reorganizations, structured finance, and derivative transactions. The tax group has

assisted multinational clients in the development and implementation of programs to

achieve worldwide tax efficiency through various techniques, including the use of the

tax treaty network, hybrid instruments, tax deferral techniques, amendments to inter-

company transfer pricing policies, the establishment of asset-based financing

structures, and structured financial products.

Yulchon’s Tax Group consistently ranks among Korea’s top tier practices, and our

leading attorneys have been recognized globally by various publications for their

quality work. AsianCounsel, a leading international journal for corporate counsel, has

consistently ranked Yulchon as the Firm of the Year for taxation in Korea. The award is

based on a survey of in-house counsel at major enterprises in over 60 countries in the

Asia-Pacific and Middle East regions.

The tax group was also ranked No.1 in the tax field by both the Asia Pacific Legal

500, part of the Legal 500 series published worldwide for over 20 years, and the Tax

Directors Handbook based on interviews and votes of over 5,000 tax practitioners

worldwide. The Handbook highlights Yulchon’s tax partner, Sai Ree Yun, as Korea’s

best known tax expert, and acknowledges the tax group’s involvement in Samsung

General Chemicals’ joint venture with Atofina of France valued at US$755 million.

Yulchon also received the “Tax Controversy Firm of the Year Award” from the

International Tax Review.

Domestically, the Korea Economics Daily ranked Yulchon as the “Most Preferred Law

Firm in the Tax Area” based on its survey of a number of legal departments of major

Korean corporations, and recognized Dong Soo Kim, a senior tax partner, as the

“Best of the Best” in the tax field. In another survey by Chosun Ilbo, a leading and

influential daily newspaper, 19 out of 30 legal departments of the largest Korean

corporations voted Yulchon as having the best tax practice. In stark contrast, no

other firms received more than two votes.

Yulchon's Tax Practice

TAXPractice

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The tax group also acts as advisors to the Korean government in its efforts to

restructure and better administer the tax laws. Recently, the group spearheaded

several legislative projects in the international tax and transfer pricing fields, which led

to successful implementation of major Korean tax law amendments. Further, our tax

professionals share their expertise with tax practitioners worldwide through speaking

engagements sponsored by international organizations, such as the In-House

Congress, Capital Markets Tax Committee of Asia (CMTC), International Fiscal

Association (IFA), American Chamber of Commerce (AMCHAM) and European Union

Chamber of Commerce in Korea (EUUCK). They also author articles and chapters in

leading legal treatises, such as IBFD, Kluwer and International Tax Review, on topics

including Korean M&A taxation and the taxation of investment funds.

Yulchon’s client list includes many major international and domestic companies, such

as Goldman Sachs, Lehman Brothers, Morgan Stanley, General Electric, Coca-Cola,

LVMH, NBC Universal, Seagate Technology, Hyundai Motor Company, E-Land,

POSCO, Hyundai Securities, Kookmin Bank, Korea Development Bank, the Carlyle

Group, the Korea Deposit Insurance Corporation, LG Electronics, Samsung

Corporation, Samsung Life Insurance, SK Corporation, SK Telecom, Procter &

Gamble and Siemens, among others.

Representative deals in which Yulchon provided tax counsel include the following:

Seagate Technology plc’s US$1.4 billion acquisition of the hard disk drive business of

Samsung Electronics Co., Ltd.; Eugene Corporation’s US$2 billion acquisition of

Hi-mart Co., Ltd., the largest retailer of electronic goods in Korea, from Affinity Equity

Partners in a leveraged buyout transaction; Morgan Stanley’s US$984 million

acquisition of the Daewoo Center Building from Daewoo Engineering & Construction

Co., Ltd.; and Macquarie Securities Korea Limited’s US$2.7 billion acquisition of

Megabox, Inc. through Korea Multiplex Investment Corporation.

1. Joint Venture and Investment Funds

We have represented clients in establishing joint ventures in a broad range of

business contexts, from investment funds to operating joint ventures between large

corporate entities and start-up ventures among individuals. We have extensive

experience in the application of tax treaties and the use of offshore centers to achieve

tax efficiencies.

As mentioned above, we advised Samsung General Chemicals (SGC) in its

establishment of Samsung Atofina, a joint venture with Atofina of France, via in-kind

contribution of SGC’s business valued at US$755 million. Our tax group played a

major role in devising the most tax efficient means to establish this joint venture. We

also advised Samsung Atofina in its issuance of tax-efficient bonds overseas.

2. Mergers and Acquisitions

In both cross-border and single-country deals, our tax attorneys are extensively

involved in negotiating a diverse range of business transfers and corporate

restructurings. Our practice group puts our analytical abilities to work to structure tax-

free or tax efficient reorganizations including acquisitions, combinations, and spin-offs.

Yulchon advised Seagate Technology plc (Seagate) on the successful closing of the

US$1.4 billion acquisition of the hard disk drive (HDD) business of Samsung

Electronics Co., Ltd. (Samsung Electronics) pursuant to the broad strategic

agreement entered into by Samsung Electronics and Seagate. The project required a

range of advice on domestic and overseas tax implications, and the tax group

provided and implemented a variety of solutions to minimize various tax exposures in

relation to transaction itself, post-transaction structuring, and transfer pricing.

Yulchon advised SAP AG/SAP Korea on the Korean segment of its post-acquisition

integration with Sybase US and Sybase in Korea as a follow-up. The project required

a range of advice on domestic and overseas tax implications, and the Tax Group

provided and implemented a variety of solutions to minimize the tax costs of post-

acquisition restructuring and integration by advising the most tax efficient

restructuring and integration strategy.

Our Firm was also involved as counsel in the merger of Kookmin Bank and Housing &

Commercial Bank. This merger was the largest M&A deal in Korean corporate history,

with a total asset value of approximately US$121 billion. The tax group was brought in

at an early stage of this deal to analyze the conditions of the two banks from a tax

perspective and to work closely with the firm’s corporate group in structuring the

transaction to achieve the best possible tax result for the merger.

Our major tax practice areas are summarized below.

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3. Transfer Pricing

As a premier provider of transfer pricing advice for transactions between affiliated

companies, Yulchon helps clients avoid double taxation. Transfer pricing work often

falls under the auspices of income tax treaties, which requires as much diplomacy in

working with various tax authorities as tax expertise.

We advise on a wide spectrum of transfer pricing issues for many multinational

enterprises, which currently include a world-renowned luxury goods manufacturer

and a semiconductor manufacturer. In addition to representing clients in transfer

pricing controversies, our tax group also provides advice on avoiding controversies

and penalties on transfer pricing adjustments and helping clients obtain advance

pricing agreements.

Transfer pricing seems to be a particularly troublesome area for many of our clients.

Some of the more significant transfer pricing work that we have done include advising

a major Korean car manufacturer in negotiating and entering into a bilateral advance

pricing arrangement with the U.S. and Korean governments, negotiating the

management fees payable to headquarters for a multinational marketing company

with the Korean tax authorities, and winning the first transfer pricing case involving

royalties for film distribution in Korea for one of the top global film distributors.

4. Financial Products and Services

Our tax group has extensive experience with the tax aspects of financial products and

derivatives transactions. Working with issuers, underwriters, and investors, we advise

clients on numerous types of securities offerings, including issuances of high-yield

debt, structured notes, common stock, preferred stock, and asset-backed securities.

We focus on the examination of tax issues for such offerings and the creation of tax-

efficient structures.

Some of the more innovative tax work that we have done in this area was in

connection with Korean Air Lines issuance of ¥27 billion in Japanese Secured Variable

Rate Bonds securitized by future airline ticket receivables - to our knowledge the first

cross-border securitization of future receivables effected in Korea. This transaction

involved a multi-tier structure and the use of swap transactions to minimize taxes. We

also advised on the tax structuring of SK Corporation’s issuance of US$1.25 billion in

guaranteed exchangeable bonds that involved many uncharted tax issues in Korea.

This deal won the IFLR Debt and Equity Linked Deal of the Year Award. Also, we have

advised a major investment bank in establishing the first multi-series, multi-currency

commercial paper conduit in Korea. This project took over a year to complete due to

various tax and other legal hurdles, and to our knowledge it has not been duplicated

by any other party in Korea.

In addition, Yulchon has been a pioneer in the issuances of asset backed securities

and the application of the tax benefits under Korea’s Asset Backed Securitization Act,

and our firm has unsurpassed experience in this area. For example, one of the largest

deals that we have worked on involved a major investment bank’s structuring and

entering into a program for the sale and management of non-performing loans with

an outstanding principal balance of 10 trillion won (approximately US$8 billion at the

time) under a multi-tier ABS structure. This transaction is one of the largest and most

sophisticated non-performing loan transactions in Korean history.

5. Wealth Management Practice

This practice requires a wide range of tax law knowledge and a skillful approach to

planning for income tax, inheritance tax, gift tax, and acquisition tax. Our tax

professionals are exceptional in this area and share their experience and expertise

through speaking at private seminars, as well as government-sponsored conferences

for Koreans residing overseas.

Closely-held businesses and high net-worth individuals often have to deal with

extremely complex tax issues, particularly those materially affected by the ever-

changing tax regimes of numerous jurisdictions. The tax group advises these clients

on general tax planning, utilization of trusts, insurance, and the use of independent

appraisals, and helps them develop an overall estate plan that allows a tax-efficient

transfer of assets. The group also counsels non-resident individuals and corporations

in connection with their worldwide investments and the structuring of the ownership

and control of entities.

We advised a certain high net worth individual in successfully defending against the

Korean tax authorities’ taxation on the individual’s capital gains in Korea. By treating

the individual as a resident of Korea, the tax authorities sought to impose personal

income tax of about KRW 165 billion on approximately KRW 300 billion of capital

gains. By formulating a convincing argument that the individual was not a Korean

resident based on the OECD Model Tax Convention, practices of tax authorities in

major countries, and Korean court decisions, we persuaded the Korean tax

authorities not to impose the tax.

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6. Legislative and Administrative Practice

Our tax lawyers are effective advocates for our clients’ positions on tax issues.

Several members of our firm have held senior government positions and have advised

the Ministry of Strategy and Finance and the National Tax Service. With this first-hand

knowledge of the government, our lawyers can work effectively on a variety of matters

involving tax planning and resolving controversies. Our group’s long-standing

relationship with government agencies helps facilitate productive discussions with

officials of the Ministry of Strategy and Finance or National Tax Service on new and

unusual issues encountered in domestic and international transactions.

One of our ongoing efforts in this arena includes working with the Ministry of Strategy

and Finance to comprehensively reform the transfer pricing tax regime in Korea,

whereby we conduct in-depth studies and comparative analyses on transfer pricing

regimes of other developed countries, as well as OECD Transfer Pricing Guidelines,

and propose the draft provisions for tax law amendments. In addition, our group has

advised the Ministry of Strategy and Finance in connection with ongoing tax treaty

negotiations with the US. Moreover, Yulchon acted as legal counsel to the Ministry of

Strategy and Finance to propose the comprehensive overhaul of the Value Added Tax

Act for the first time in 37 years since its enactment. In cooperation with the tax code

revision task force within the Ministry of Strategy and Financa, Yulchon revised the

entire legal framework of the VAT Act to reduce the ambiguities in the provisions, and

enhance the readability of the VAT act while preserving its spirit. Furthermore, we

successfully spearheaded the tax legislative support project which led to amendment

of the Korean tax laws and regulations to allow deduction for cost of equity stock

compensation such as stock options and stock awards (via stock of the parent

company or head office) provided to employees of the Korean subsidiary or branch.

7. Tax Controversy

Our tax group has substantial experience in the resolution of tax controversies with

the Korean tax authorities. We assist clients with their tax audits and represent clients

in tax controversies before the National Tax Service and in civil and criminal tax trials

and appeals in the Korean courts, including the Constitutional Court. We also advise

corporations and their tax and legal advisers on procedural issues and disputes with

the National Tax Service.

We earned a Supreme Court victory for our client Samsung Engineering, Inc. in a tax

refund case involving employee stock options. The Supreme Court of Korea decided

that the gain on the exercise of employee stock options over the exempt threshold is

not per se taxable to the company. We successfully represented our client against the

Tax office at trial, intermediate appeal, and final appeal, all within 15 months of the

start of litigation. Also, in a recent tax appeal before the Tax Tribunal, we successfully

represented a major multinational beverage company, we won full cancellation of VAT

valued approximately KRW 9.8 billion imposed on the company by the National Tax

Service.

We also successfully represented a client in a landmark constitutional case

challenging the constitutionality of the legislation on land profit tax and secondary

liability for majority shareholders, obtaining a ruling that the legislation was

unconstitutional. We also successfully represented the Hyundai Group in a case

involving the transfer of stock prior to the listing of the stock, thereby saving our client

over KRW 100 billion in taxes. More recently, we successfully represented Kyobo Life

Insurance Ltd. in a case involving revaluation of property held by the company, where

the corporate income tax and penalty in dispute were approximately US$84 million

and US$118 million, respectively. We received a ruling of the Tax Tribunal in our

client’s favor for the abatement of penalty taxes; we also obtained a favorable ruling

from the Supreme Court and enabled our client to receive a corporate income tax

refund of US$136 million (including interest).

Yulchon successfully represented a major U.S.-based financial institution at the

Supreme Court of Korea in its appeal of the Securities Transaction Tax (STT) imposed

on its purchase of depository receipts for shares issued by a Korean financial

institution. The relevant issue was whether the term “stock” in the Securities

Transaction Tax Act implicitly includes the concept of depository receipts. At the

district court level, the Seoul Administrative Court held that the STT assessment

should be cancelled on the ground that stock and depository receipts are clearly

distinguishable for STT purposes and the relevant tax provision must be interpreted

strictly according to the literal meaning of the terms used. Upon losing at the Seoul

Administrative Court, the National Tax Service of Korea appealed to the Seoul High

Court which also found for the taxpayer. Later, the Supreme Court rendered a

decision in favor of the taxpayer, accepting the rationale employed by the lower

courts.

We successfully assisted Korean commercial banks in securing a win at the Supreme

Court regarding the tax authorities’ denial of refund for excessive education tax paid

in connection with the banks’ credit card business. Through this decision, the

commercial banks received a total refund of about KRW 150 billion. Yulchon also

earned a Supreme Court victory for Hydis Technology Co., Ltd. in a case involving the

tax authorities’ clawback of tax incentives for foreign investment. By arguing that the

tax authorities lacked the statutory basis for the clawback, we succeeded in

persuading all levels of the judiciary that the amount clawed back by the tax

authorities should be refunded to our client.

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Yulchon successfully represented a group of customers of Korean foreign exchange

banks who had entered into “Yen Swap Deposit Contract,” under which the customer

derived foreign exchange gains which were not taxable as interest income. The

Korean tax authorities argued that such contract constituted aggressive tax planning

and deemed the income from such contract as taxable interest income. By

convincing the Supreme Court that the contract held substance (i.e., not a sham), we

succeeded in obtaining a ruling in favor of the taxpayer.

Our tax controversy services are not confined to domestic dispute resolutions; we

represent multinational enterprises in Mutual Agreement Procedures (MAP) as well.

Recently, our tax group successfully represented a multinational semiconductor

manufacturer in a MAP between the Hungarian and Korean competent authorities

under the Hungary-Korea tax treaty.

8. Real Estate

Yulchon has a dominant and cutting-edge real estate practice. This has been due in

part to the tax group’s close collaboration with the firm’s real estate group in coming

up with innovative real estate acquisition and financing structures to minimize taxes.

Our firm was an early pioneer in the structuring of loans in the form of ABS bond

issuances to finance real estate acquisitions to obtain tax benefits provided under

Korea’s Asset Backed Securitization Act and the use of trusts to acquire and sell real

estate. We used this structure to assist a foreign client in the acquisition of the Star

Tower building valued at over US$500 million, the largest international real estate

transaction in Korea.

Yulchon advised Hyundai Asset Management Co., Ltd. on the successful closing of

the acquisition of loan portfolios with collaterals of 60 hotels in the UK. Hyundai Asset

Management established a Korean trust-type real estate investment fund (Hyundai

Fund) to purchase the target UK loan portfolios. The project required a range of

advice on domestic and overseas tax implications, and the Tax Group provided and

implemented a variety of solutions to address various tax issues in relation to

acquisition. In particular, due to uncertainty over the availability of the treaty benefits to

Hyundai Fund, the Tax Group discussed an alternative acquisition structure with a UK

law firm and came up with a UK securitization vehicle structure in which UK domestic

exemption on interest is successfully utilized.

Yulchon also advised Mirae Asset Global Investments Co., Ltd. (Mirae Asset) on

structuring of the acquisition of a property located in Chicago, IL, USA. Mirae Asset

established a Korean trust-type real estate investment fund (Mirae fund) to purchase

the target property in the US. The Tax Group provided and implemented a variety of

solutions to address various tax exposures in relation to acquisition. The transaction

involved a significant withholding tax and transaction tax issues; accordingly, it was

crucial to clarify the withholding tax treatment of incomes from a US company holding

a property in the US under Korean tax law. Through an active discussion with a US

law firm and an US accounting firm on the relevant taxes and interpretations, the Tax

Group was able to work out a solution to reduce the withholding tax on incomes from

the US company subject to the Korea-US tax treaty benefits.

9. Customs

Yulchon assists its clients in navigating the intricacies of Korean customs procedures

and helps clients resolve customs duty audits and controversies. Our firm also helps

clients in the use and establishment of customs bonded areas. The firm’s close

relationship with the Korean Customs Service and a variety of customs brokerage

firms ensures our ability to work through the customs bureaucracy to quickly resolve

problems and also allows our firm to keep up with the latest news and developments

in the customs arena.

Recently, we successfully represented several major international software and

technology companies with their customs audit and valuation of software products.

We also represented P&G Korea in the first-ever Advance Customs Valuation

Arrangement (ACVA) with the Korea Customs Service since the introduction of the

ACVA system.

We also earned a Supreme Court victory for LEGO Korea Co., Ltd. in a case involving

LEGO Korea’s determination of import price of its products. The Supreme Court

struck down the tax authorities’ assessment of customs duty and value added tax on

the grounds that the tax authorities failed to deduct sales incentives from the sales

when they determined the customs value. This was the first case in which the

Supreme Court ruled that a practice of the customs authorities was illegal.

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Professionals

Woo, Chang Rok Chairman

Chang Rok Woo (Chairman) is a member of the Tax Policy Review Council, Ministry

of Strategy and Finance, the International Fiscal Association, Tax Law Association,

and International Bar Association. He worked at Kim & Chang for thirteen years as

an associate and partner, and is the founder of Yulchon. He has taught at the

Judicial Research and Training Institute and at the Seoul National University Law

School. He is the author of several publications, including “A Brief Survey of Korean

Corporate Liquidation and Bankruptcy Law” (1980); “A Study on Streamlining and

Improving the Tax Law System” (1982); “A Study on Tax Treatment of Interest

Received by Foreign Banks – with Emphasis on Characterization of such Interest”

(1992); “A Study on the Concept of Market Price in Tax Law” (1994); “The

Standards to Determine Non-Business Real Property” (1995); “Residency as the

Base for Tax Jurisdiction” (1996); “Deductibility of Illegal Expenses” (1997); and “Tax

Issues Related to Mergers & Acquisitions (1997). His primary practice areas include

corporate, taxation, real estate, and government relations.

T_ +82.2.528.5201 E_ [email protected]

Yun, Sai Ree Managing Partner

Sai Ree Yun (Managing Partner) has represented many multinational clients on

many international tax issues such as transfer pricing, tax, treaty application,

permanent establishment, beneficial ownership, withholding tax in connection with

tax planning, audit support and tax disputes including mutual agreement support.

His representative clients include Lone Star Funds, Goldman Sachs, Morgan

Stanley, Texas Instruments, Seagate, Louis Vuitton and Adobe as well as Korean

multinationals such as Samsung Electronics, Hyundai Motor, Samsung Life

Insurance. He has been selected as Korea’s best tax lawyer by many international

legal directories including Chambers Global, Tax Directors Handbook and the Legal

Media Group’s Expert Guides. He served as Technical Advisor to the Tax Policy

Review Council at the Ministry of Strategy and Finance and a member of the

Competition Policy Advisory Board at the Fair Trade Commission. He was also a

member of the Local Tax Appeals Board and one of the Vice Chairmen of the

International Fiscal Association Korea. He has spoken at many international

conferences including those hosted by the International Bar Association, American

Bar Association, Inter-Pacific Bar Association. He also authored several articles and

publications, including: “Cost-Sharing and Transfer Pricing,” Taxation and Inbound

Investment in Pacific Rim Countries, International Bureau of Fiscal Documentation

(1991); “Transfer Pricing in South Korea,” CCH International Transfer Pricing Laws

(Text and Commentary) (1994); and “Tax Aspects of Derivative Financial

Instruments,” 49th Congress of the International Fiscal Association (1995). His

primary practice areas are taxation, antitrust, corporate, and government relations.


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Soh, Soon Moo Tax Group Managing Partner

Soon Moo Soh (Tax Group Managing Partner) is a Technical Advisor to the Tax

Policy Review Council at the Ministry of Strategy and Finance and has served as a

non-standing judge of the Tax Tribunal. Dr. Soh received his LL.B. and LL.M.

degrees from Seoul National University, was a visiting scholar at Bonn University in

1990 and received his Ph.D. degree from Kyung Hee University in 1999. Having

served as a judge for twenty years, including a term as Chief Research Judge of the

Supreme Court of Korea, he joined Yulchon in 2000 as a partner. He has taught at

the Judicial Research and Training Institute, and also lectures at the Seoul National

University Law School. His publications include: “Tax and Constitutional Litigation”

(1998); “Study on the Tax Refund Right & Its Litigation Structure” (1999); “Tax

Litigation” (2008).


Kim, Dong Soo Partner

Dong Soo Kim (Partner) is an Advisor to the Jungbu Regional Tax Office and a

member of the Advisory Board at the National Tax Service Call Center, the Tax

Quality Innovation Committee and the International Tax Law Reform Act Committee

at the National Tax Service. Mr. Kim was selected as a “Leading Tax Attorney” for

two consecutive years by AsiaLaw, the leading legal journal for the Asia-Pacific

region. Mr. Kim received his LL.B. degree from Seoul National University and his

LL.M. from the University of Florida, Gainesville in International Tax Studies. He was

also a member of the Taxation Review Committee of the Samseong District Tax

Office, the International Fiscal Association, Tax Law Association, and the

International Bar Association. Mr. Kim has lectured at the Seoul National University

Law School as an adjunct professor. His publications include “Lease and Tax

Avoidance” (1988), “Earnings-stripping Rule” (1998), “Can the Earnings-stripping

Rule Withstand the Crossfire of the Treaty Nondiscrimination Rule?” (1998).


Kang, Seok Hoon Partner

Seok Hoon Kang (Partner) served as a judge at various courts for 17 years,

including the Seoul District Court, the Seoul High Court, and the Supreme Court of

Korea. During his tenure at the Supreme Court, Mr. Kang served as the leader of a

team of research judges dedicated to tax cases. He has been a lecturer in tax law

at the Judicial Research and Training Institute from 2005 until now. Mr. Kang also

acted as the National Tax Examiner at the Seoul National Tax Service, and is now

serving as the Tax Regulation Commissioner at the Ministry of Strategy and

Finance, as an advisor to the Ministry of Legislation, and as the vice chairman of the

Korean Local Tax Association. In addition, he delivers lectures at Seoul National

University from 2009 to present, and teaches tax law as an adjunct professor at the

Graduate School of Science in Taxation of University of Seoul from 2008 to present.

Mr. Kang received his LL.B. degree from Seoul National University and LL.M.s from

both Seoul National University and the Georgetown University Law Center. He has

authored many publications, including "Application of Denial of Unfair Transaction

Rules to Unfair Merger After Stock Transfer: Judgment on Other Types of Granting

Benefits" (2005) and “Practices in Tax Law Cases (Income Tax Act and Value-added

Tax Act)” (Seok Hoon Kang, et al.; Se Kyung Sa, 2012).


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Lee, Jae Hoon Senior Tax Attorney

Jae Hoon Lee (Senior Tax Attorney) was an NTS official for over 30 years,

specializing in the corporate income taxation and tax audits of various domestic

and foreign-invested corporations. Over the years, he held various positions within

the NTS, including Director of the Investigation Division of the Seoul Regional Tax

Office, Superintendent of the Yeosu District Tax Office, and Director of the Income

Tax Division of the Daejeon District Tax Office, just to name a few. He received the

prize for Best Performance within the National Tax Service in 1985, a Service Merit

Medal for his outstanding service to the government in 1997, and the Order of

Service Merit-Red Stripe in 2005.


Ahn, Soo-Jeong Senior Foreign Counsel

Soo-Jeong Ahn (Senior Foreign Counsel) has vast experience in representing and

advising foreign and domestic clients in tax and corporate aspects of their cross-

border transactions and litigation and participated in a number of significant real

property and M&A transactions in Korea as lead transaction lawyer. She has

published various articles and publications on the taxation of cross-border

transactions and is a frequent speaker on international tax issues. She was

admitted to the New York Bar in 1996 and has since practiced law in the New York

offices of Morgan, Lewis & Bockius and Shearman & Sterling, and with Kim &

Chang Law Offices in Korea, specializing in tax, financial regulations, cross-border

real property and M&A transactions. Immediately prior to joining Yulchon, she

served as in-house counsel for Citibank. Ms. Ahn is a graduate of University of

California, Berkeley (B.A. with magna cum laude in Economics); she obtained J.D.

and tax LL.M. degrees from New York University School of Law. She is cited as

Asia’s leading business lawyer by Chambers & Partners.


Lee, Kyung Geun Senior Tax Attorney

Kyung Geun Lee (Senior Tax Attorney), a tax partner, is a former Director of the

International Tax Division and the Corporate Income Tax Division at the Korean

Ministry of Strategy and Finance (MOSF). During his service in the Ministry, he

played a leading role in formulating policies and reform measures in Korean income

tax law as well as the Law for Coordination of International Tax Affairs. He also

negotiated tax treaties with the competent authorities of Australia, Canada, China,

India, Ireland, Malaysia, Switzerland and Thailand and initial drafts of treaties (or

protocols) with Australia, China, Canada, and Thailand during 2005-2006. During

1999-2003, he worked for the OECD Center for Tax Policy and Administration as a

Principal Administrator. Also, during 2005-2009, he actively participated in the UN

Tax Expert Committee as a Vice Chair of the Committee. Currently, he participated

in the Transfer Pricing Subcommittee of that Committee as a member from the

private sector. In 2012, he was nominated as a member of Mediation Committee of

Customs Valuation and Transfer Pricing established in MOSF.


2120

Kim, Kyu-Dong US Certified Public Accountant

Kyu-Dong Kim (US Certified Public Accountant) is a senior CPA whose main

practice area is transactional tax. Kyu-Dong joined Yulchon early 2012. Before

joining Yulchon, he worked at PricewaterhouseCoopers Korean office for 12 years

specializing international taxation. Also, he was seconded to PricewaterhouseCoopers

London office for 2 years and worked as a tax manager in the Banking and Capital

Market and Investment Management Tax Group. He has built up an extensive

knowledge and experience dealing with the challenging tax issues of multi-national

corporations’ cross border transactions and their Korean operations. Also, he has

specialized in structuring overseas funds investing into Korea and Korean

companies investing overseas. Mr. Kim has written numerous articles for various

publications since 2008, including the Korean section of “Enterprise Services” for

2012 Annual Congress of the International Fiscal Association and “Korean Stamp

duty” for International Bureau of Fiscal Documentation (2010).


Song, Sang Woo Certified Public Accountant

Sang Woo Song (Certified Public Accountant) is a senior CPA whose main practice

areas are tax on financial products and financial institutions. Mr. Song represented

and advised clients on wide-ranging tax issues for domestic and cross-border

transactions, including investments involving domestic and foreign investment

funds. He also served as an advisor for the National Tax Service and Ministry of

Strategy and Finance in connection with the reform of various international tax

regimes. Before joining Yulchon, Mr. Song was a senior manager at Samil

Accounting Corporation (PricewaterhouseCoopers). Mr. Song is a member of New

York Bar and received his LL.M. in Taxation from Northwestern University School of

Law.


Jung, Un Sang Senior Customs Attorney

Un Sang Jung (Senior Customs Attorney) is an expert in customs and international

trade for domestic and foreign-investment corporations. He has worked as a

customs specialist at customhouses in Seoul, Busan, and Incheon and also at the

Customs Bureau of the Tax Tribunal. He received his B.A. and M.A. degrees from

Sungkyunkwan University, and his doctoral degree from Kyung Hee University.


Kang, Sung Sik Senior Tax Attorney

Sung Sik Kang (Senior Tax Attorney) is a tax accountant at Yulchon with a focus on

tax consulting. Mr. Kang provides advice on tax planning and projections in

connection with all forms of business transactions to minimize tax costs as well as

advice on tax compliance and other procedural issues relating to company

operations. He has worked as an Investigation Officer in the Investigation Bureau

and Real Estate Investigation of the Seoul Regional Tax Office.


2322

Lee, Jae Kwang

Jae Kwang Lee is a former government official who worked for many years at the

National Tax Service in various positions, including Assistant Commissioner for

Corporate Taxation, Commissioner of the Gwangju Regional Tax Office, and

Assistant Commissioner for Planning and Management. Mr. Lee received LL.B.

degree from Yeungnam University in 1975 and passed the higher civil service

examination in 1973. He also served as a research fellow at the Korea Institute of

Finance. He received the top prize for the Best Performance Within the National Tax

Service in 2003, and received a Presidential Citation in 2004 for his achievements

as a government official.


Our advisors include renowned tax scholars in academia, such as Chang Hee Lee

and Ji Hyun Yoon, Tax Professors at Seoul National University, Chul Song Lee,

Tax and Corporate Law Professor at Hanyang University, Yoon Oh and Hun Park,

Tax Professors at the University of Seoul.

Of Counsel

Advisors

Suh, Duk Won Certified Public Accountant

Suh, Duk Won (Certified Public Accountant), a senior CPA, performed a broad

range of financial audit and tax and other consulting services as a manager at Samil

PricewaterhouseCoopers. After joining Yulchon, Mr. Suh focused on transfer pricing

taxation and overseas investment-related tax issues, and had considerable

experience in tax systems of various countries including Vietnam, China, Malaysia

and Indonesia. Mr. Suh has vast experience in transfer pricing-related projects

including APA, tax audit defense, litigation, legislation, documentation. He currently

serves as an advisor to National Tax Policy Division of Ministry of Strategy and

Finance in transfer pricing area and International Cooperation Division of National

Tax Service in Vietnamese tax law. He received his B.A. in Business from the School

of Business of Yonsei University and M.A. from the Graduate School of Science in

Taxation of University of Seoul.


24

Contact InformationSai Ree Yun, Esq. TEL +82.2.528.5202 Email [email protected] Dong Soo Kim, Esq. TEL +82.2.528.5219 Email [email protected] Geun Lee, Ph.D. TEL +82.2.528.5238 Email [email protected] Ahn, Esq. TEL +82.2.528.5552 Email [email protected]

Yulchon LLC - Worldwide Office Contacts

KoreaThe Textile Center Building, 12F, 518 Teheran-ro, Gangnam-gu, Seoul 135-713, Korea Tel: +82-2-528-5200 Fax: +82-2-528-5228E-mail: [email protected]

VietnamHo Chi Minh CityUnit 03, 4th Floor, Kumho Asiana Plaza, 39 Le Duan St., Ben Nghe Ward, Dist.1,Ho Chi Minh City, VietnamTel: +84-8-3911-0225 Fax: +84-8-3911-0230E-mail: [email protected]

HanoiSuite 2502, Keangnam Hanoi Landmark Tower, Pham Hung Street, Me Tri Ward, South Tu Liem District, Hanoi, VietnamTel: +84-4-3837-8200 Fax: +84-4-3837-8230 E-mail: [email protected]

China1209, 12F, South Tower C, Raycom InfoTech Park, No. 2, Ke Xue Yuan Nan Lu, Haidian District,Beijing, 100190, P.R. ChinaTel: +86-10-8567-0828/0768 Fax: +86-10-8567-0738E-mail: [email protected]

MyanmarJunction Square Shop House, Building No. 2, 3rd Floor, Between Kyun Taw Road and Pyay Road, Kamayut Township, Yangon, MyanmarTel: +95-94-3088-377E-mail: [email protected]

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