Cha & Kwon Law Offices provided legal advisory services in connection with the review of a share sale transaction involving an overseas entity.

The transaction was structured such that the seller would transfer 100% of the shares of the overseas entity to the buyer, with the purchase price to be paid in virtual assets. Given the nature of the consideration and cross-border structure, careful legal review was required to ensure clarity in the allocation of rights and obligations.

In the course of reviewing the agreement, Cha & Kwon Law Offices proposed revisions focusing on: (i) the separation of the purchase price and agreed deposits, and clarification of the respective payors and timing of payments; (ii) the introduction of a guarantee structure securing the payment obligations; (iii) exemption of the seller’s obligations and termination rights in the event of non-payment; and (iv) limitation of the seller’s liability post-closing, including indemnity provisions against third-party claims.

As a result, Cha & Kwon Law Offices ensured that the seller’s key interests—securing payment of the purchase price, limiting post-closing liability, and retaining agreed deposits upon termination—were clearly reflected in the contractual language, while maintaining a balance that remained acceptable to the counterparty. The firm continues to provide practical and client-focused advisory services on complex cross-border transactions involving overseas share transfers, virtual asset payments, and intermediary structures.