Seoul Central District Court Grants Injunction to Chairman Yoon Donghan
Chairman Yoon Donghan Terminates Gift Contract for 4.6 Million Shares
Details of "Three-Party Agreement" Disclosed at Injunction Hearing on July 2
Yoon Sanghyun, Vice Chairman of Kolmar Holdings, has been prohibited by a court from arbitrarily disposing of shares he received as a gift from his father, Yoon Donghan, Chairman of Kolmar Group.
According to industry sources on July 3, the Seoul Central District Court recently granted an injunction prohibiting the disposal of all 4.6 million shares (12.82%) of Kolmar Holdings owned by Vice Chairman Yoon Sanghyun. This measure was taken to protect Chairman Yoon Donghan's right to claim the return of the shares, and serves as a legal safeguard to prevent the shares from being disposed of in advance, which could make their return impossible even if Chairman Yoon prevails in the main lawsuit.
Previously, on May 30, Kolmar Group founder Chairman Yoon filed a lawsuit with the Seoul Central District Court to reclaim Kolmar Holdings shares he had gifted to Vice Chairman Yoon. He also filed for an injunction to prohibit the disposal of the gifted shares until the outcome of the main lawsuit is determined.
Chairman Yoon argues that Vice Chairman Yoon Sanghyun violated the conditions of the gift by breaching a 2018 management agreement, coercing Yoon Yeowon, CEO of Kolmar BNH, to resign, and forcibly proceeding with the process to convene an extraordinary general meeting of shareholders.
If Chairman Yoon regains the shares, he will return as the largest shareholder of Kolmar Group. Yoon Donghan emphasized, "Choosing personal gain over our shared promises has ultimately hurt the entire group," and added, "Management must be built on trust, and there are always consequences for breaking that trust."
On July 2, the Daejeon District Court held a hearing on an injunction filed by CEO Yoon Yeowon against Vice Chairman Yoon Sanghyun, seeking to prevent the continuation of alleged illegal acts. Legal representatives for both Kolmar Holdings and Kolmar BNH attended the hearing and engaged in a heated exchange of opinions.
At the hearing, the core "three-party management agreement" at the center of the management dispute was disclosed. The agreement reportedly includes a provision stating, "Yoon Sanghyun, as a shareholder and manager of Kolmar Holdings, must support or cooperate within legal bounds, or ensure that Kolmar Holdings supports or cooperates, so that Yoon Yeowon can properly exercise the Kolmar BNH business management rights granted by Yoon Donghan."
In this regard, Kolmar BNH argued, "Vice Chairman Yoon Sanghyun unilaterally pushed for the convening of an extraordinary general meeting without board approval and continued attempts to seize management control by demanding CEO Yoon Yeowon's resignation. Although he later claimed to have obtained board approval, legally, an ex post facto approval cannot legitimize an originally invalid request, so it remains invalid."
On the other hand, Kolmar Holdings emphasized, "The act of Kolmar Holdings requesting or applying for permission to convene an extraordinary general meeting at Kolmar BNH is a shareholder right guaranteed under the Commercial Act and cannot be restricted based on a family agreement."
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