Court Approves Injunction Prohibiting Share Disposal
Kolmar Group Management Rights Dispute Hinges on Share Return Lawsuit
Previously, on May 30, Chairman Yoon filed a civil lawsuit against Vice Chairman Yoon, seeking to revoke the gift contract for 4.6 million shares-equivalent to a 14% stake in Kolmar Holdings-and demanding the return of the shares. In 2018, through a "management agreement," Chairman Yoon had promised that while Vice Chairman Yoon would run the group as a whole, CEO Yoon Yeowon would be allowed to independently manage Kolmar BNH. However, Chairman Yoon maintains that Vice Chairman Yoon violated this agreement by attempting to seize management control, which led to the decision to revoke or cancel the gift contract.
To protect his right to claim the return of the shares, Chairman Yoon filed for a provisional injunction on June 2. The court granted this request on June 27, stating that the right to claim the return of the shares following the revocation or cancellation of the gift contract was sufficiently substantiated, and thus prohibited Vice Chairman Yoon from disposing of the shares.
Vice Chairman Yoon objected, arguing that the gift contract was not a conditional gift and could not be revoked or canceled on the grounds of a breach of the management agreement. However, after a hearing and review of the materials on August 20, the court maintained its injunction decision.
Currently, the majority of Kolmar Holdings shares owned by Vice Chairman Yoon were received as a gift from Chairman Yoon. If the main lawsuit recognizes the revocation or cancellation of the gift contract, significant changes to both Kolmar Holdings' management rights and the overall governance structure of Kolmar Group will be inevitable.
On September 1, Chairman Yoon additionally filed a claim for the return of 10,000 shares out of the 1,675,000 shares gifted in 2016 (now 3.35 million shares after a bonus issue), in addition to the shares gifted in 2019.
A Kolmar BNH representative stated, "Since the court has recognized Chairman Yoon's right to claim the return of the shares, this decision is significant for safeguarding the company's independent management and long-term growth foundation. We will continue to faithfully follow legal procedures and do our utmost to protect shareholder value."
In contrast, Kolmar Holdings emphasized that the court's maintenance of the existing injunction was conditional upon Chairman Yoon depositing an additional 4.5 billion won in cash within 14 days. Previously, only 500 million won of the 10 billion won collateral was in cash, so the amount has increased nearly tenfold.
A Kolmar Holdings representative explained, "The court's decision to increase the cash collateral essentially reflects the acceptance of most of Vice Chairman Yoon's objections. The injunction is only a temporary measure and does not prejudge the outcome of the main lawsuit or recognize grounds for revoking the gift contract."
The representative reiterated, "The gift contract in question is not a conditional gift, and it cannot be revoked or canceled on the grounds of a breach of a family agreement. In the main lawsuit, it will be difficult for the applicant's claim to be legally recognized."
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