Lee & Ko and ClassHankyul have guided on the proposed merger of South Korean digital set-top box manufacturer Humax and its holding company Humax Holdings.
“As minority shareholders would be the most affected if the two companies were delisted, there was a mutual understanding with the regulator on that front, and the matter was co-ordinated smoothly,” Taeyong Kim, one of the lead partners from the Lee & Ko team advising Humax, told Asia Business Law Journal.
Sik Ahn, managing partner at ClassHankyul and the co-lead partner advising Humax Holdings, said the merger was necessary to avert potential delisting.
“Regulators appear to view mergers and other measures aimed at preventing the risk of delisting as unavoidable,” he said.
Ahn said that, after reviewing issues concerning the legitimacy of the purpose of the proposed merger, the fairness of the terms, the procedural appropriateness, the directors’ duty of care, potential conflicts of interest among shareholders and the directors’ fiduciary duties to shareholders, he submitted his opinion to the special committee established by Humax Holdings. Ahn handled this matter with the transaction team’s co-lead partner Soongbum Hur.
Kim said Lee & Ko served as external legal counsel to Humax’s special committee, advising on issues including the directors’ duty of care, directors’ fiduciary duties to shareholders, and potential conflicts of interest between the controlling shareholder and minority shareholders. The Lee & Ko team comprised Kim, Daehoon Koo, who also served as a lead partner, and associates Hee Song and Seong Ik Kang.
Kim said these types of mergers would likely continue since listing requirements were becoming more stringent.
Going forward, Ahn said there would be greater demand among companies at risk of being delisted for mergers with affiliated entities, including comprehensive share exchanges and other similar transactions.
Established in 1989, Humax manufactures digital set-top boxes, recorders and smart-home devices for global markets. Humax and Humax Holdings are both listed on the Kosdaq. A general meeting of shareholders to vote on the merger between the two entities is slated for 28 August 2026, followed by the completion of merger registration on 7 October 2026.
As of 31 March 2026, Humax Holdings reported total assets of KRW493.9 billion (USD349 million).
