University of Pennsylvania Asian Law Review


Joseph Cho


This manuscript offers a comprehensive survey of the liquidated damages regimes in the Republic of Korea and the United States, specifically within the framework of corporate mergers and acquisitions. In the Republic of Korea, liquidated damages play a crucial role in pre-estimating potential damages arising from contract breaches, offering numerous benefits such as reducing the creditor’s evidentiary burden and fostering contractual compliance. Notably, the Korean Civil Code provides checks against excessive predetermined damages. In contrast, the U.S. perspective is enriched by a series of case laws, emphasizing the compensatory intent of liquidated damages. A comparative analysis reveals intriguing intersections between corporate and contract law in both jurisdictions, with particular emphasis on landmark court decisions and their implications on performance bonds and termination fees. This study aims to provide a holistic understanding of the role and nuances of liquidated damages in the corporate M&A landscape of both the Republic of Korea and the United States.

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