This article was published on Feb. 9, 2025, at 1:38 p.m. on the ChosunBiz MoneyMove site.
As the management dispute of T'way Air intensifies, it has been confirmed that major stakeholders, including the National Pension Service and foreign investors, hold a combined 3.6% of the equity. This is similar to the equity ratio difference between the largest shareholder YeaRimDang and the second-largest shareholder Daemyung Sono Group. Both sides are likely to focus intently on swaying the National Pension Service's trustee responsibility committee and proxy advisory firms.
According to investment banking (IB) industry sources on the 9th, based on the shareholder registry date for the regular shareholders' meeting (Dec. 31, last year), the National Pension Service and foreign investors hold 1.39% and 2.19% of T'way Air's equity, respectively. The largest shareholders, YeaRimDang and Tway Holdings, hold 30.05%, while Sono International and Daemyung Sono Season hold 26.77%. The employee stock ownership association holds 2.48%, and individual investors have been confirmed to hold the remaining approximately 37%.
This management dispute will be conducted through voting at the regular shareholders' meeting without the so-called 'money fight.' The Daemyung Sono side has submitted a request for a preliminary injunction to table the appointment of nine directors at the regular shareholders' meeting, as well as an injunction for the inspection and copying of the shareholder registry. Both cases have a high possibility of being accepted, so the only thing each side can do in the current situation is to appeal to shareholders to garner even one more vote.
Therefore, the choices made by the trustee responsibility committee and proxy advisory firms are also crucial. The National Pension Service typically decides the voting direction for noteworthy management disputes through the trustee responsibility expert committee (Trustee Committee). The Trustee Committee also refers to reports from domestic and foreign proxy advisory firms, and it is known that the firms that formally contracted for services this year include the Korea ESG Standards Institute (formerly Korea Corporate Governance Service) and the Korea ESG Research Institute (formerly Daishin Economic Research Institute).
Foreign investors have a high dependence on global proxy advisory firms, including ISS and Glass Lewis. An IB industry official noted, "In the case of T'way Air, while the foreign equity ratio is not high, it is expected to issue opinions due to the high-profile nature of the management dispute."
Meanwhile, with the recent surge in stock prices, it is suggested that some employees may have exited. T'way Air's stock price skyrocketed as the management dispute intensified. On the 31st of last month, it briefly reached 4,500 won, which is double the intraday low of 2,330 won recorded on Dec. 30 of last year.
However, since the shares were held as of the end of last year, the voting rights are still valid. Employee stock ownership is generally recognized as a friendly equity to the management, but the opinions of the T'way Air employee stock ownership association have not been disclosed publicly.