An example of a statutory merger is the acquisition of a weak company B by a strong company A.If both companies go through a restructuring before the merger:

– In case of company A, it would be difficult to find a justifiable reason, since
restructuring would take place only on the assumption that a merger will take place in
the future. Therefore, compromise with the workers would be difficult and layoff of
personnel unacceptable;
– As a result, company B would have to dismiss workers due to deteriorating business
conditions and pursue an M&A after the layoff of workers.

If restructuring is implemented after the merger:

– After the merger, all workers are legally employees of company A and not company B,
so it is impossible to discriminate between the workers.
– Therefore, the criteria to layoff workers must also include workers of company A and in
this case, the workers of company A will anticipate the situation and be against the
merger in the first place.

In reality, it takes several months from the negotiations until the merger is completed and during that time, the plans for dealing with the worker problem will be subject to discussion.

– The plans about restructuring and layoff will be led by company A and discussed
between the management and labor union of company B and the labor union of
company A.
– Before the merger, both companies A and B will commence preparations concerning
restructuring. However, after the merger, company A will complete the process on a
legal basis.

The agreement of the union representative is effective as a collective agreement regardless of the rejection by the general meeting.

• According to the amendments of the Labor Relations Act of March 1997, grounds of criticism concerning the right of the labor representative to conclude agreements were nullified through Art. 29 of the Trade Union and Labor Relations Adjustment Act, stipulating that ‘the representative of a trade union shall have the authority to bargain and make a collective agreement with the employer or employers? association for the trade union and its members.’
• Accordingly, if the trade union demands a rebargaining due to the rejection by the general meeting, the employer can refuse the demand without corresponding to a “denial of bargaining.”

The system of flexible working hours has the objective to increase the competitiveness of the company (productivity) as well as improve the quality of life of the worker (more vacation leave) at the same time through an efficient distribution of working hours.
Since this system is based on the employment regulations of the company or the agreement between management and labor, the worker has to be able to predict the working hours.
If this system shall be applied also to working hours that were not planned, the worker would not be able to predict when to work and not, so that the regular life pattern would be disrupted. This would also lead to difficulties in terms of health and cultural life of the worker.
Accordingly, applying the system of flexible working hours to unplanned overtime work is not possible.

A foreign communications business can register as a special communications business. Or, it can conclude a contract with a key communications business or a special communications business in Korea and obtain approval from the Minister of Information and Communication to sell the telephone cards in Korea.

A Korean national with permanent residence of a foreign country is not a foreigner pursuant to the Foreigner’s Land Acquisition Act. Therefore, the process according to the land acquisition notification is not necessary, but the inflow and outflow of capital need to be notified pursuant to the Foreign Exchange Transactions Act, because according to that Act, the overseas Korean national is a non-resident.Required documents for transferring ownership

1. Social registration card (if still existent);
2. If the social registration card is cancelled, then the following documents are needed:

– Proof of address or proof of residence (issued by an overseas public institution, or
notarized by a foreign notary office);
– Real estate registration number issued by the registry division of the Seoul District
Court (Tel. 82-2-530-1892).

When applying for the registration number, the following documents need to be submitted:

– Certificate of registration of overseas Korean (issued by a Korean embassy or
consulate overseas);
– Family register;
– Power of attorney (if proxy files application);
– Application through mailing service is available.

Services regarding visa matters for foreigners include qualification for sojourn, approval for the change of conditions for sojourn, approval for extension of the visa, approval for activities not included in the present visa status, addition and change of workplace, and approval for re-entry.
Invest KOREA deals with the approvals for the change of conditions for sojourn, for extension of the visa, and for re-entry of foreign investors eligible for the D-8 visa and their families

According to relevant regulations, a foreign investor in the skin or footcare and sports massage sector who wants to operate a massage center on his own or act as a massager is not allowed a certificate for recognition of visa issuance.Furthermore, employment of foot massagers, skincare and spa specialists is not permitted.

A liaison office cannot conduct profit-making activities, and thus cannot operate the club directly. If the club is operated through a branch, the amount of corporate tax for operating profits as well as the acquisition tax and registration tax for real estate acquisition is the same as for an incorporated company. However, at the time of business registration, the registration tax is 0.4% for a company, whereas for a branch the registration tax is a fixed amount of KRW 23,000.Especially in large cities, the registration tax and acquisition tax when establishing a business and acquiring relevant real estate may be as large as triple the amount than in smaller cities.

Employment succession in case of a business transfer depends on the contents of the contract, in which the rights and obligations are stipulated.

– If there is a clause in the contract referring to the issue of employment succession
between the transferor and transferee company, and that not all employees will be
transferred, then it is possible that part of the employment relationship will be
terminated.
However, such a clause has the notation of a dismissal, and in that case, a justifiable
reason is needed for a dismissal as stipulated in Art. 30 of the Labor Standards Act.

Thus, business transfer means a transfer of the whole personal or material system or organization by maintaining the same identity with a consistent goal.

Management rights imply comprehensive rights related to organization, management and HR, which is an exclusive right bestowed upon the employer.Therefore, if the main goal of industrial action is to participate or take part in the management of the company, it is not a justifiable cause for industrial action. However, if temporary participation in management is demanded for improving or maintaining specific working conditions, the reason and cause for industrial action is justified.