이 기사는 2020년 05월 11일 08:00 thebell 에 표출된 기사입니다.

A legal battle between South Korea’s Mirae Asset Global Investments and China’s Anbang Insurance Group is attracting keen attention. Whether the 'prerequisites' that Anbang had to fulfill were stipulated in the contract is likely to be the key issue of the possible return of deposit placed by Mirae Asset.

The South Korean asset manager has terminated the deal to acquire 15 U.S. luxury hotels from Anbang as the seller had failed to fulfill prerequisites before closing the deal, Mirae Asset said. The prerequisite is Anbang’s ongoing lawsuit with a third party in the U.S.

According to legal and investment banking industry sources, Anbang has been in a legal fight with the third party since 2017 over 20 assets in the U.S. The third party, who is assumed to be a U.S.-based firm, filed trademark infringement lawsuits against Anbang over the assets, of which 15 are involved in Mirae Asset and Anbang deal.

Mirae Asset’s cancellation of the deal may seem logical in that the acquisition of assets in the litigation may put the firm in a legally risky position.

Yet, the legal industry insiders said that it is difficult to predict the outcome of the legal dispute. It is critical whether the prerequisites were stipulated in the contract between the two parties, they said.

Mirae Asset contends that Anbang was already aware of the lawsuit with the third party and that Mirae Asset and Anbang agreed to solve such issue before closing the deal. Yet, some observers said the possibility of no such prerequisites being specified in the binding contract can’t be ruled out, given the Chinese insurer’s recent bold move.

“Even through Mirae Asset was aware of Anbang’s lawsuits, there is a possibility that the two parties made a verbal agreement on the prerequisites instead of specifying in the contract,” a legal industry source said.

A failure of due diligence, which was an issue in the early stage of the deal, rose to the surface again. At the beginning of this year, Anbang discovered that titles of six hotels included in the Mirae Asset and Anbang deal had been improperly recorded with the wrong owners, though Anbang took back the ownership later.

A second legal industry source said that how Mirae Asset wrote its contract with Anbang after its due diligence is likely to be the key to this legal fight.

The South Korean asset manager sent a termination notice to Anbang on May 3 over the sale and purchase agreement they signed in September 2019 for the 15 U.S. luxury hotels. The asset manager also asked the escrow agent to return its 10 percent deposit of $580 million.

Mirae Asset notified the seller of the contractual problems on April 17 and its right to terminate the deal if the issue was not solved within 15 days. It decided to exercise its cancellation right after Anbang failed to explain about that issue, a Mirae Asset official said.

(By reporters Kim Byung-yoon and Jo Se-hun)