Decision guide · Cross-Border M&A in Korea Guide
What Should a Buyer Check Before Acquiring a Korean Company?
What to test in a Korean target, and how to decide which findings stop the deal, which belong in the contract and which can wait until integration.
What should a buyer check before acquiring a Korean company?
Before acquiring a Korean company, a buyer should check who really owns and controls the shares, which related-party arrangements the business depends on, whether key customer and supplier contracts survive a change of control, how much depends on the founder, whether the reported earnings are reliable, whether the licences the business needs will remain in place, and which filings apply. Each finding should then be classed as something to resolve before signing, to handle in the share purchase agreement, or to plan for in integration.
Key takeaways
- Ownership comes first: a price agreed with one shareholder means little if another can block or delay the sale.
- Related-party arrangements and founder dependency often explain both the earnings and the risks of a founder-owned Korean company.
- Change-of-control terms in key contracts and the licence position decide whether the business you price is the business you receive.
- Classify every finding by when it must be dealt with. Not every issue belongs in the SPA, and some cannot be fixed by it.
Do key customers and contracts survive a change of control?
Revenue that depends on a few customers, or on contracts the counterparty can terminate or renegotiate on a change of control, is revenue at risk. Counsel reviews the contract terms and consent requirements; the commercial question is how each important customer will react to the new owner.
- Customer and supplier concentration, and the term and renewal provisions of key contracts.
- Change-of-control, assignment, exclusivity and termination clauses.
- Relationships that exist in practice but are undocumented, or are held personally by the founder or a manager.
- Which counterparties must be asked for consent, and when that approach can be made without damaging confidentiality.
How much of the business depends on the founder and a few key people?
In many founder-led Korean companies, the founder holds the key customer, supplier and banking relationships and takes most decisions personally. The question is not whether the founder matters but what must be agreed for the business to function when the founder’s role changes. What foreign buyers should watch in Korean M&A discusses this dependency in more depth.
- Relationships, approvals and know-how held by the founder or a small number of managers.
- The founder’s intended role after closing, and whether it is realistic for both sides.
- Key employees likely to leave on a sale, and what retention would require.
- Employment-related liabilities and practices, reviewed by labour counsel.
Are the reported earnings reliable under new ownership?
The test is whether earnings will hold once related-party pricing, founder costs and informal arrangements are removed or normalised. Legal, tax and accounting services, including financial and tax diligence, are provided by affiliated professional firms that contract directly with clients. The buyer should direct that work towards the assumptions on which the price depends.
- Normalised earnings after adjusting related-party pricing, founder remuneration and costs carried personally or by affiliates.
- Working capital patterns, and items that should be treated as debt in the price.
- Revenue recognition and how reliably profit turns into cash.
- Historic tax positions and any exposures identified by tax advisers.
Does the company hold the licences and permits its business needs?
A licence, registration or certification held by the target may be the reason for the acquisition, or a problem the buyer inherits. Whether each permit remains valid after a change of ownership, and whether the business has operated within its permitted scope, requires confirmation with Korean counsel.
- The licences, registrations and certifications the business relies on, and their conditions.
- Whether any permit requires notification, approval or re-application on a change of control.
- Past or pending regulatory inspections, sanctions or disputes.
- Whether the sector raises any question about foreign ownership or approval.
Which filings apply to the transaction?
Filings affect structure and timetable, so they belong in the checks before signing. Acquiring 20% or more of another company’s shares (15% for a listed company) is one of the transactions that can trigger a merger filing with the Korea Fair Trade Commission, where the parties meet the size thresholds set by Presidential Decree [1]. Filings are generally due within 30 days after closing, but certain transactions involving a large company must be filed before closing and may not be completed until the Commission notifies its review result [2].
An equity investment generally qualifies as foreign investment when the amount is KRW 100 million or more and the foreign investor holds at least 10% of the voting shares, or holds shares and dispatches or appoints officers [3]. For listed targets, the reporting obligation for holdings of 5% or more and the tender offer requirement also shape how shares can be acquired [4] [5]. Application to a specific transaction requires confirmation with qualified Korean counsel.
Side-by-side comparison
| Must resolve before signing | Can be handled in the SPA | Can wait until integration | |
|---|---|---|---|
| Ownership and shareholder alignment | Who owns the shares, who must sign, and whether any shareholder or investor can block the sale | Title warranties, release of pledges and waivers of investor rights | Board composition, reserved matters and updated corporate records |
| Related-party dependencies | Which arrangements the business cannot run without, and whether they will continue on workable terms | Termination or re-pricing of arrangements as conditions precedent, with warranties on the rest | Moving continuing arrangements onto documented commercial terms |
| Key customers and change-of-control terms | Whether revenue concentrated in a few contracts is genuinely at risk from the change of control | Third-party consents as conditions precedent, and warranties on material contracts | Structured communication with customers and suppliers after closing |
| People and founder dependency | Whether the founder’s post-closing role is agreed and workable for both sides | Transition, non-compete and retention commitments, and any earn-out | Organisation design, reporting lines and incentive plans |
| Financial quality | Normalised earnings, and the definitions of debt and working capital used in the price | Price adjustment, specific indemnities and escrow for identified exposures | Bringing reporting, controls and systems up to group standards |
| Regulatory and licence position | Whether a licence the business depends on survives the change of ownership | Compliance warranties and specific indemnities for identified regulatory issues | Aligning compliance processes and internal approvals with the group |
| Filings | Which filings apply, and whether any must be cleared before closing | Filing conditions precedent, the long-stop date and pre-closing covenants | Post-closing reporting steps confirmed by counsel |
How to decide
Not every finding belongs in the share purchase agreement. Issues that decide whether the deal makes sense — who can sell, whether critical arrangements and licences survive, whether the founder’s role works and which filings must clear before closing — should be resolved before signing, because contractual protection cannot deliver a business that does not transfer. Identified risks that can be priced belong in the SPA as conditions, warranties, specific indemnities or escrow. Operating improvements belong in the integration plan.
Prospera runs these checks as part of the transaction structure described in cross-border M&A advisory, with legal, tax and accounting diligence provided by affiliated professional firms that contract directly with clients. At Prospera, the founder who scopes the checks stays with the transaction through execution. For a short overview of the whole process, read how cross-border M&A in Korea works, or start with the quick acquisition diagnosis.
Read next
Sources
- Under the Monopoly Regulation and Fair Trade Act, an acquisition of 20% or more of another company's shares (15% for a listed company) is one of the transactions that can trigger a merger filing with the Korea Fair Trade Commission, where the parties meet the size thresholds set by Presidential Decree. Monopoly Regulation and Fair Trade Act, Article 11(1) (retrieved 13 September 2026)
Summary for orientation only. Application to a specific transaction requires confirmation by qualified Korean counsel. - Merger filings are generally due within 30 days after closing, but certain transactions involving a large company must be filed before closing, and the parties may not complete the relevant share acquisition or merger until the Korea Fair Trade Commission notifies its review result. Monopoly Regulation and Fair Trade Act, Article 11(6)–(8) (retrieved 13 September 2026)
Summary for orientation only. Application to a specific transaction requires confirmation by qualified Korean counsel. - Under the Enforcement Decree of the Foreign Investment Promotion Act, an equity investment generally qualifies as “foreign investment” when the amount is KRW 100 million or more and the foreign investor holds at least 10% of the voting shares, or holds shares and dispatches or appoints officers to the Korean company. Enforcement Decree of the Foreign Investment Promotion Act, Article 2(2) (retrieved 13 September 2026)
Summary for orientation only. Application to a specific transaction requires confirmation by qualified Korean counsel. - Under the Financial Investment Services and Capital Markets Act, a person who comes to hold 5% or more of a listed company's shares (together with specially related persons) must report to the Financial Services Commission and the exchange within five days, and must report changes of 1% or more. Financial Investment Services and Capital Markets Act, Article 147(1) (retrieved 13 September 2026)
Summary for orientation only. Application to a specific transaction requires confirmation by qualified Korean counsel. - The same Act requires a tender offer where a person intends to buy listed shares outside the exchange from a number of sellers within a period set by Presidential Decree, and would hold 5% or more afterwards, subject to statutory exceptions. Financial Investment Services and Capital Markets Act, Article 133(3) (retrieved 13 September 2026)
Summary for orientation only. Application to a specific transaction requires confirmation by qualified Korean counsel.