“The investor came to us.” It is the most common sentence in Korean placement conversations, and it usually arrives carrying a conclusion: because the Korean institution initiated contact, no Korean registration or filings should be needed. Sometimes that conclusion holds. The problem is how often it is asserted before anyone has looked at the facts underneath it.
Reverse solicitation is a recurring topic in professional commentary on Korea precisely because it is consequential and fact-sensitive at the same time. Global sponsors arrive with intuitions imported from other jurisdictions — where the concept may be broader, better documented, or more forgiving — and those intuitions do not transfer cleanly.
Why it matters
The stakes are asymmetric. If the position holds, the sponsor has saved a registration workstream. If it does not, the sponsor has marketed an unregistered fund in Korea — and discovers this at the worst possible moment: in diligence for the next fund, in an investor dispute, or in a regulator inquiry. Positions taken casually at the first meeting have a way of being examined carefully years later, by people with no incentive to be generous.
The question map
The fact patterns that generate the hardest questions are rarely the clean ones. Consider where your commitment actually came from:
- An RFP or manager search. The institution published a request and you responded. Who solicited whom — and does the answer survive scrutiny of what happened after the RFP landed?
- A co-investment. The LP is already in your main fund and asked for the co-invest. Does the existing relationship change the analysis, or does the new vehicle reset it?
- A continuation-fund rollover. The investor is being asked to elect between liquidity and rolling into a new vehicle. Can a transaction the sponsor initiated ever be investor-initiated?
- The follow-up meeting. First contact was genuinely inbound — then your IR team followed up with materials, a data room, and a diligence visit. At what point, if any, does the character of the interaction change?
- The paper trail. If the position is ever tested, what documentation exists to support it — and was it created at the time, or reconstructed afterward?
Each of these turns on the relationship between Korea’s registration regime and its marketing rules, and on how the initiation of contact is characterized — which fact patterns pass, which fail, and why. That analysis is exactly what does not belong in a blog post.
Where the answer turns
Whether reverse solicitation covers a given commitment turns on facts such as how the first contact actually occurred, what happened in the interactions that followed, how the vehicle relates to any existing relationship, and what record was kept. The safe zone is real, but it is smaller than sponsors assume — and the cost of testing its edges is borne entirely by you.
If a Korean commitment is being explained by “they came to us,” it is worth pressure-testing that sentence before it hardens into a position — see the offshore fund registration practice overview or get in touch.