The 'Hostile M&A' Emerges in the Kolmar Incident, Strategic Moves Intensify Ahead of Shareholders' Meeting.. Concerns Over Physical Clashes

[Financial News] As the interim shareholders' meeting of Kolmar BNH, a critical turning point in the Kolmar Group's management dispute, approaches on the 26th, intense strategic moves are underway. Yoon Dong-han, Chairman of Kolmar Group, along with his daughter Yoon Yeo-won, CEO of Kolmar BNH, is pulling out the 'supermajority voting system' card, typically applied in hostile mergers and acquisitions (M&A), to block his son Yoon Sang-hyun, Vice Chairman of Kolmar Holdings, from being appointed as an internal director of Kolmar BNH, raising concerns about potential physical clashes at the shareholders' meeting.  
According to related industries on the 14th, Chairman Yoon has recently filed an injunction with the Daejeon District Court to apply a resolution procedure equivalent to a hostile M&A situation to the internal director appointment agenda proposed at the interim shareholders' meeting of Kolmar BNH, scheduled for the 26th, against Kolmar Holdings and Kolmar BNH. 
Chairman Yoon's side argues that the internal director appointment agenda for his son, Vice Chairman Yoon, and Lee Seung-hwa, former Vice President of CJ CheilJedang, proposed at this shareholders' meeting, falls under Article 31, Paragraph 2, Clause 2 of the Kolmar BNH Articles of Incorporation. This clause contains the supermajority voting requirement of more than two-thirds of the attending shareholders and more than two-thirds of the total number of issued shares in situations equivalent to management rights infringement or disputes. This is much stricter than the general voting requirement of 'attendance of more than one-fourth of the total number of issued shares and approval of more than half of the attending shareholders.'
Currently, the largest shareholder of Kolmar BNH is Kolmar Holdings, which owns 44.6%. Vice Chairman Yoon is the largest shareholder of the group's holding company, Kolmar Holdings, with a 31.75% stake. In this interim shareholders' meeting, the agenda proposed by Vice Chairman Yoon's side to replace internal and external directors is expected to be proposed, indicating a direct involvement in the management of Kolmar BNH. 
Chairman Yoon and CEO Yoon have resorted to the supermajority voting system after failing to block the shareholders' meeting to prevent Vice Chairman Yoon's participation in management. However, there is speculation that applying the supermajority voting system in the Kolmar BNH Articles of Incorporation is a regulation targeting external forces in hostile M&A, making it difficult to expand to family management rights conflicts. Ultimately, the industry views that the possibility of acceptance by the court is low. This suggests that Vice Chairman Yoon is in a more favorable position than his father and sister in this dispute. 
The Kolmar incident is a complex case involving the governance structure and management succession issues within the holding company system, attracting industry attention as it could set an important precedent among companies with similar governance structures. Some suggest that the intense resistance from Chairman Yoon and CEO Yoon's side, considering the holding company's management participation as a hostile M&A, raises the possibility of physical clashes at the interim shareholders' meeting. 
An industry official said, "The shareholders' meeting on the 26th could be a turning point that substantially changes the board structure, but several legal issues raised by Chairman Yoon's side, such as the share return lawsuit, still remain," adding, "There is a high possibility of significant friction in the process of redefining board operations or inter-company relationships even after the shareholders' meeting."
clean@fnnews.com Lee Jeong-hwa Reporter