Kakao union warns, "You can split the company, but not the responsibility" ... vows to block spin-off plan

[Financial News] The Kakao branch of the National Chemical, Textile, and Food Industry Labor Union said it would launch a campaign to block the spin-off plan that would split Kakao into Kakao AI and Kakao X at the shareholders' meeting. The union argued that even if the company is divided, responsibility for management failures cannot be split, and called for joint bargaining across the Kakao group.
The Kakao branch held the "joint bargaining declaration ceremony against the Kakao split" at Pangyo Station in Seongnam, Gyeonggi Province, on the 26th. Seo Seung-wook, head of the Kakao branch, said, "Joint bargaining is not just a good option. It is a matter of survival for workers." He added, "If the company tries to divide us, we will connect more strongly through joint bargaining and unite the power of Kakao group workers to defeat the split proposal at the shareholders' meeting."
The union plans to first persuade the National Pension Service (NPS) at the shareholders' meeting. Seo said, "After persuading the NPS, which holds more than 5% of Kakao's shares, we will expand our efforts to individual shareholders and rally opposition votes." He explained, "This split proposal is a special resolution item, and it can be rejected if more than one-third of the shares represented at the meeting vote against it." A special resolution requires approval from at least two-thirds of the voting rights of shareholders present and at least one-third of all issued shares. If opposition votes exceed one-third of the voting rights present, the proposal can be blocked.
Seo said, "Despite repeated management failures and unilateral restructuring, numerous businesses and affiliates have been shut down or sold off, but management has not taken proper responsibility." He added, "Even in this latest announcement of a spin-off, it is hard to find any assessment or reflection on past failures, or any concrete measures for improvement."
Kakao announced on the 21st that it would split the company into Kakao AI, focused on AI and platform businesses, and Kakao X, centered on investment and affiliate management. The union said the company must clearly explain the purpose of the split and its future governance structure. Seo argued, "The company says this split has nothing to do with management succession, but it must explain why people suspect a possible succession plan by linking the stock price decline, the spin-off, and the future restructuring of governance."
The union also raised concerns that even if the CA Council is abolished, the existing decision-making structure could remain in another form. Seo said, "The disappearance of an organization's name does not mean power disappears." He added, "If the existing core decision-making structure remains, the company may talk about independent management for each affiliate on the surface while actually preserving the influence of the largest shareholder and scattering responsibility across multiple legal entities."
The union also said it should examine whether KakaoBank's governance structure after the split still fits the purpose of the Internet-only bank system. Under the plan, KakaoBank would fall under Kakao X, the investment and affiliate management company. Seo said, "KakaoBank was allowed to be controlled by industrial capital in exceptional cases because of the innovative nature of information and communications technology (ICT) companies." He added, "We need to review whether a company that inherits that status and presents itself as an investment company is consistent with the purpose of the Special Act on Internet-only Banks."

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