Sejong Advises on SK hynix ADR Listing Transaction

Oversaw Legal Advisory for the Largest-Ever IPO Transaction by a Korean Company

Sejong has announced on July 14 that it served as the legal advisor for the listing and trading of SK hynix's American Depositary Receipts (ADR) in the United States, successfully providing legal advice for the entire transaction process.

(From left) Attorneys Jeong Seonggu, Lee Jungwoo, Park Yongjin, Park Hyeongjun, and Senior Specialist Jin Siwon. Sejong

This transaction marks the first time in about 20 years that a domestically listed Korean company has listed ADRs. The size of the offering also reached USD 26.5 billion (approximately KRW 40 trillion), setting a record as the largest-ever IPO for a Korean company. Globally, including among U.S. companies, this was the second-largest public offering in the entire U.S. stock market, following SpaceX, which went public last month, making it a mega-sized transaction.

Advising the issuer, Sejong provided extensive legal counsel on this ADR listing, covering areas such as: reviewing the transaction structure and timeline; analyzing related legal issues; submitting filings and consulting with regulatory authorities; conducting legal due diligence for the issuer; reviewing the Form F-1 submitted to the U.S. Securities and Exchange Commission (SEC); examining securities registration statements and public disclosures in Korea; and reviewing underwriting and deposit agreements, among others.

An ADR listing involves proactively identifying various legal and regulatory issues that may arise in the transaction process, as well as close coordination with regulatory authorities. This is a complex transaction requiring discussions with multiple regulatory agencies, including the Financial Services Commission, the Financial Supervisory Service, the Ministry of Economy and Finance, Korea Exchange, and Korea Securities Depository.

From the early stages, Sejong proactively identified detailed legal issues. By leading consultations and confirmation procedures with regulatory agencies such as the Financial Services Commission and the Financial Supervisory Service, Sejong was able to meticulously coordinate the disclosure content and submission timeline, ensuring a seamless process for the transaction. Additionally, by communicating with entities including the Korea Securities Depository and Korea Exchange, Sejong provided counsel on practical issues arising throughout the ADR issuance and listing process, ensuring the deal was completed smoothly.

Park Yongjin, the attorney who oversaw this ADR transaction (Judicial Research and Training Institute, Class 35), commented, "The SK hynix ADR listing stands as a landmark case, setting a new milestone in the history of Korean listed companies entering global capital markets. We will continue to proactively support Korean companies’ entry into the global capital market, drawing upon our extensive experience in capital markets advisory work accumulated so far."

Meanwhile, last year Sejong also participated as the sole domestic law advisory firm in the IPO of LG Electronics' Indian subsidiary on the Indian securities market, successfully supporting a mega-deal valued at approximately KRW 12 trillion based on the public offering price. Thanks to its achievements, Sejong has been ranked Band 1 in the domestic law firm evaluation for capital markets by the global legal ranking agency Chambers & Partners for eight consecutive years from 2019 to 2026. In the law firm evaluations conducted annually by IFLR, Sejong has held its place in the Tier 1 group for 21 consecutive years from 2006 to 2026.

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