This article was published on Feb. 25, 2025, at 10:32 a.m. on the ChosunBiz MoneyMove site.
Centroid Investment Partners, which is trying to sell TaylorMade for 5 trillion won, has formed a large legal team. This is in preparation for consulting on the sale of TaylorMade and for potential disputes with strategic investor (SI) F&F.
According to investment banks (IB) and the legal industry on the 25th, Centroid recently appointed Kim & Chang law office, Law Firm Gwangjang, and another large law firm. While the main purpose of forming the legal team is consulting on the sale of TaylorMade, the industry believes the real motivation is to prepare for a dispute with F&F.
Centroid is reported to have notified three law firms to submit opinions related to the recent controversy over violations of the Capital Markets Act. When it was revealed that Centroid had granted F&F, the SI, 'prior approval rights' on significant management matters at the time of the 2021 acquisition of TaylorMade, some in the industry claimed that this type of side contract violated the Capital Markets Act.
The current Capital Markets Act regulates that a general partner (GP) with unlimited liability cannot delegate the price, timing, or method of buying and selling the securities of an investment company to third parties. F&F is a limited partner (LP) responsible only for the amount invested. They should not have the authority to decide on management, sales, or IPOs.
Centroid maintains that the contract does not violate the Capital Markets Act. They assert that they exercise full control over management while only recognizing F&F's rights of consent on certain matters.
Centroid is reportedly seeking to obtain opinions from law firms to support this point. Based on these opinions, they plan to reassure investors (LPs) excluding F&F and proceed with the sale of management rights. Among the LPs involved in the acquisition of TaylorMade were F&F, MG Saemaul Geumgo, NongHyup, and Shinhan Bank. Excluding F&F, Saemaul Geumgo holds a significantly larger equity stake.
F&F is reportedly considering measures to replace the GP while emphasizing that Centroid violated the Capital Markets Act by exercising the prior approval rights to prevent Centroid from selling TaylorMade to a third party. To prepare for this situation, Centroid proactively organized a legal advisory group.
Centroid has also appointed attorneys specializing in financial cases in case the Financial Supervisory Service (FSS) investigates whether they violated the Capital Markets Act in the future. However, it is reported that the FSS has not yet commenced an investigation into the matter and is monitoring the situation.
Kim & Chang has a close relationship with Centroid. Attorney Park Byeong-kwon, who previously advised on the acquisition of TaylorMade while with Kim & Chang, currently holds the position of executive at Centroid. Gwangjang has also collaborated with Centroid on several occasions recently. Attorney Yoo Hyun-ki, who handled the acquisition consulting for TaylorMade at Kim & Chang, is currently with Gwangjang, and Gwangjang represented Centroid in a recent case where they won an international arbitration against a Chinese portfolio company.