Cross-Border Company Strategy & the Flip — Designing Your U.S. Expansion
Every Korean founder eyeing the U.S. market eventually asks the same question: "Should we flip our headquarters to the U.S.?" This session isn't here to hand you a yes-or-no answer — it's here to help you ask the right question.
A Flip is one option, not the only one. Drawing on hundreds of Korea–U.S. cross-border deals handled by MISSION Law Firm, this session breaks down the real trade-offs between a traditional Flip, a surviving-entity model, and asset-transfer structures — along with the tax, investment-contract, and visa realities founders actually run into. We'll walk through what it takes to build an "amphibious" company: rooted in Korea, fully plugged into U.S. capital markets.
When (and how) to consider a Flip
Capital gains tax and investor consent — where deals usually get stuck
Structuring a deal that works for both your Korean and U.S. investors
Speaker: Sunghoon Kim, Founding Partner, MISSION Law Firm · UKF Korea
How should the session run?
Presentation
Preferred language
Korean
Who is this for?
Korean startup CEOs/CFOs actively exploring U.S. expansion, or already in early conversations with U.S. VCs Founders who sense they "probably need to flip at some point" but haven't yet worked through the structure, tax, or investor-consent mechanics Korean VC associates who support portfolio companies expanding to the U.S. or need to evaluate flip consent requests Early-stage teams using KOOM Festival as their first real step into the New York / Silicon Valley capital market In short: this is
Why the host can lead this
've spent the last several years living inside exactly this problem — not studying it from the outside. MISSION Law Firm was the first Korean law firm to open a Silicon Valley office (January 2023), and today we operate across Seoul, Silicon Valley, Los Angeles, and Atlanta. Through that platform I've personally advised on hundreds of Korea–U.S. cross-border deals: flips, surviving-entity structures, stock-option conversions post-flip, investor consent negotiations between Korean VCs and U.S. lead investors, and the tax and immigration mechanics that actually determine whether a deal closes on time. Beyond the deal work, I sit on the policy side of this same question. I've advised Korea's Ministry of SMEs and Startups and the Korea Institute of Startup & Entrepreneurship Development on the "국외창업기업" (overseas-founded startup) certification framework, presented keynotes at the National Assembly on capital and institutional barriers to global expansion, and consulted for KVIC, KDB, and the Seoul Innovation Fund on how Korean capital should engage with founders moving abroad. As General Counsel of UKF and inaugural Representative of UKF Korea, I also see this from the founder-community side — the actual questions founders ask before they've hired a lawyer. That combination is the point: I'm not here to give you a textbook answer on what a Flip is. I'm here to walk you through the version of this decision that Korean founders are actually facing right now, with the structures, sticking points, and workarounds I've seen work — and not work — in practice.
What you will take away
A clear map of the options — not just "Flip vs. don't," but the real menu: traditional Flip, surviving-entity structure, asset-transfer, and JV models — and a framework for which fits your stage, cap table, and target investors A working sense of timing — why flipping too early (before product-market fit) is one of the most common and costly mistakes, and what signals suggest you're actually ready The tax and consent mechanics, demystified — how Korean capital-gains tax applies to a share exchange with no cash involved, and what it actually takes to get your Korean investors comfortable saying yes A contract-literacy upgrade — the practical differences between Korean (KVCA) and U.S. (NVCA) investment agreements, so you're not blindsided when a U.S. term sheet looks nothing like what you signed in Korea A short list of what to prepare before you talk to a U.S. VC — entity structure, cap table hygiene, IP assignment, and the visa runway for you and your team A direct line to ask your spe
