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[M&A Lounge] (1) M&A?

I remember being frustrated at 4 a.m. by covering my head with still unresolved issues. Unfamiliar M&A terms, complex procedures, and contract contents like passwords. M&A, which can be called "general legal art," seems to start to be seen the whole picture only through a lot of experience and study. Therefore, M&A lawyers always have to study and continue learning. The following "M&A Lounge" is also part of that study and learning. I’d like to rearrange the numerous links in M&A by studying the terms and procedures of M&A. All comments are welcome, including questions and comments you send.

See you at the Lounge from now on.

2020. 11. 3. TUE. Los Angeles, CA.

Yesterday morning I read the news that Microsoft was buying ZeniMax Media for $7.5 billion in cash from Bethesda, the company that produced the famous games Doom, Wolfenstein, Skyrim, and more. I remember being scared of the game "Doom" when I was a kid and having a lot of fun.

By the way, the above news contains important M&A information. Seller (Bethesda), Target (ZeniMax), Buyer (MS), Price ($7.5 billion). In a very simple way, M&A means that Buyer pays Seller for Target. In fact, it's the same as starting a new business in terms of adding a new one, so why are companies doing M&A? There are a lot of reasons, but in a very simple way, here are the things:

If you start a new business (depending on market conditions and company circumstances), it may take a long time for the business to be stable, and it may take longer to build solid technology or networking. Furthermore, it will never be easy to compete with the existing companies who already have vested interests.

However, acquiring an existing business through M&A means entering the market in a shorter period of time because the business already has market shares, networking, and operation system (of course, because of these facts, it requires reporting and reviewing by anti-trust law).

On the other hand, Seller may do M&A to attract investors or in terms of corporate restructuring. To raise funds for the growth of the company, the company issues new shares to investors, sales existing businesses to restructure the company. The recent M&A case of Asiana Airlines and HDC Hyundai Development is one of the cases although it ended in failure.

Anyway, why did Microsoft do the above M&A with Bethesda? While the global game market is growing every year, it is growing more steeply this year, especially because of Covid-19. I think Microsoft, which has famous game console the X-Box, has made the decision to further expand its gaming business in various areas with an eye to the game market.

See you again at next Lounge.

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[M&A Lounge] (5) Legal Due Diligence?

2021. 2. 19. FRI. Los Angeles, CA. One of the post-MOU in M&A procedures is Due Diligence (“DD”). A brief description of DD is an investigation into the target company, one of the components of M&A. I

[M&A Lounge] (5) 법률실사?

M&A 절차에서 MOU 이후의 절차를 생각한다면 실사 (Due Diligence, DD)를 떠올릴 수 있다. 실사를 간단히 설명한다면 M&A의 구성요소인 Target (회사)에 대한 조사라고 볼 수 있다. 실사를 통하여 기본적으로 드러나 있는 Facts를 정리하는 것부터 시작해서, 드러나 있거나 혹은 드러날 수 있는 Risks (Issues)를 발견하여 평

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