Cha & Kwon Law Offices provided legal advisory services in connection with a transaction involving the transfer of a virtual asset exchange platform and related business assets (including licenses, operational agreements, and wallets) owned by an overseas entity to a Korean investor, focusing on a conditional business acquisition structure with phased transfer.
 
The transaction was structured to allow the transferee to assume operational control of the platform for a defined period, while deferring the transfer of ownership, equity, and assets until the completion of final share transfer and regulatory procedures. During the conditional transfer period, the transferee was responsible for platform operation, marketing, and business development, while commercial terms—including operational consideration, revenue sharing, and final purchase price—were denominated in virtual assets. As a result, clearly distinguishing rights and obligations between the operational phase and the final transfer phase was a key legal issue.
 
The advisory addressed the overall consistency of the contractual framework, including provisions limiting the scope of the conditional transfer to operational authority only, allocation of civil, criminal, and administrative liabilities arising from operational activities, mechanisms for revenue calculation, reporting, and audit rights, joint control and withdrawal restrictions for operational wallets, treatment of third-party contracts, and termination, penalty, and governing law provisions. Cha & Kwon Law Offices provided practical guidance to ensure that authority delegation and liability allocation were clearly defined through contractual language and schedules, thereby enhancing transaction feasibility and dispute preparedness in staged acquisition structures.