Stock Return Lawsuit Filed Against Vice Chairman Yoon Sanghyun on May 30
Conditional Gift Based on Management Agreement... "Cannot Stand By and Watch It Be Undermined"
Kolmar Group founder Yoon Donghan has filed a lawsuit against his eldest son, Vice Chairman Yoon Sanghyun, demanding the return of Kolmar Holdings shares.
According to the cosmetics industry on June 18, Chairman Yoon filed a lawsuit with the Seoul Central District Court on May 30, seeking the return of Kolmar Holdings shares from Vice Chairman Yoon Sanghyun. This is to reclaim the shares that were conditionally gifted to Vice Chairman Yoon in 2019. Chairman Yoon reportedly stated that he "cannot stand by and watch the founding spirit and management order of Kolmar Group, which has been built over 35 years, be further undermined," explaining the reason for the lawsuit.
In September 2018, Chairman Yoon, together with Vice Chairman Yoon Sanghyun and Kolmar BNH CEO Yoon Yeowon, entered into a three-party management agreement regarding the future governance structure of Kolmar BNH. The agreement stipulated that Vice Chairman Yoon Sanghyun would be responsible for running the group through Kolmar Holdings and Korea Kolmar. It also required that, as a shareholder and executive of Kolmar Holdings, Vice Chairman Yoon should provide support and cooperation within legal boundaries to ensure that CEO Yoon Yeowon could properly exercise independent and autonomous management rights over Kolmar BNH’s health and functional food business division.
Based on this agreement, Chairman Yoon gifted 2.3 million shares of Kolmar Holdings (now 4.6 million shares after a bonus issue) to Vice Chairman Yoon in December 2019. Currently, Vice Chairman Yoon Sanghyun holds a 31.75% stake (10,890,316 shares). CEO Yoon Yeowon, together with her husband Lee Hyunsoo, holds a 10.62% stake.
However, in May, Vice Chairman Yoon filed a petition with the Daejeon District Court seeking approval to convene an extraordinary shareholders’ meeting to appoint himself, Kolmar Holdings CEO Vice Chairman Yoon Sanghyun, and former CJ CheilJedang Executive Vice President Lee Seunghwa as new inside directors. The reason cited was the prolonged underperformance of Kolmar BNH’s business results and share price, which necessitated a change in management.
Chairman Yoon interpreted this as an attempt by Vice Chairman Yoon Sanghyun to dismiss CEO Yoon Yeowon of Kolmar BNH, which led to the lawsuit.
Chairman Yoon’s legal representative stated, "Vice Chairman Yoon Sanghyun abused his authority as the largest shareholder by unilaterally attempting to change the agreed succession structure. If Chairman Yoon had known about these actions, he would not have gifted the shares, and the shares in question should be immediately returned."
Previously, CEO Yoon Yeowon countered by filing an injunction with the Daejeon District Court on June 10, challenging the legality of the approval to convene the extraordinary shareholders’ meeting, arguing that it constituted a "breach of management rights agreement and destruction of management order."
Meanwhile, at 4:00 p.m. on this day, the Daejeon District Court will hold a hearing on Kolmar Holdings’ application for approval to convene an extraordinary shareholders’ meeting against Kolmar BNH.
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