The Colmar Group, the third-largest player in the global cosmetics ODM (research, development, and production) industry, saw its owner family's legal battle over management rights revealed to the public for the first time on the 2nd. The 'management agreement,' which is the core issue that will determine the outcome, was disclosed for the first time.
On this day, the Daejeon District Court's Civil Division 21, presided over by Director General Kim Soon-han, conducted the first hearing on a request for a provisional disposition filed by Yoon Yeo-won (49), the eldest daughter of the Colmar Group's owner family and CEO of Kolmar BNH, against her elder brother Yoon Sang-hyeon (51), Vice Chairman of Kolmar Holdings.
Earlier, Vice Chairman Yoon Sang-hyeon demanded that he and Lee Seung-hwa, former vice president of CJ CheilJedang, be appointed as inside directors of Kolmar BNH, citing poor business performance last April. After CEO Yoon Yeo-won refused this, Vice Chairman Yoon Sang-hyeon filed a lawsuit against her, requesting permission to hold a temporary shareholders' meeting to reorganize the board of directors. Today's trial is the counter-lawsuit filed by Yoon Yeo-won and Yoon Dong-han (78), the founder, claiming that Vice Chairman Yoon Sang-hyeon violated the management agreement.
During the trial, the management agreement was revealed for the first time. The legal team for CEO Yoon Yeo-won stated, "According to the management agreement, Yoon Sang-hyeon, as a shareholder and manager of the group holding company Kolmar Holdings, must provide appropriate assistance to ensure the smooth exercise of management rights over Kolmar BNH, which was handed over to Yoon Yeo-won by Yoon Dong-han," adding that "the sibling management at Kolmar Korea is an established matter."
This agreement was signed in September 2018 by Yoon Dong-han, Yoon Sang-hyeon, Yoon Yeo-won, and others. In December 2019, Yoon Dong-han gifted 28.18% of the shares of Kolmar Holdings to Yoon Sang-hyeon, Yoon Yeo-won, and others. As a result, Vice Chairman Yoon Sang-hyeon took charge of the cosmetics and pharmaceuticals business, while CEO Yoon Yeo-won took charge of the health supplement business.
The legal team for CEO Yoon Yeo-won argued, "The management agreement was signed not only by Yoon Dong-han, Yoon Sang-hyeon, and Yoon Yeo-won, but also by the then CEO and auditor of Kolmar Holdings and the CEO of Kolmar BNH." They claimed, "This is not an agreement among individuals, but an agreement made at the corporate level of Kolmar Holdings."
Vice Chairman Yoon Sang-hyeon's legal team stated, "The management agreement is a family agreement, and the parties involved are three members of the owner family, not the company Kolmar Holdings," asserting that "the contents of the agreement do not apply to Kolmar Holdings." They added, "Calling a temporary shareholders' meeting for its subsidiary, Kolmar BNH, is a right guaranteed by corporate law," and remarked, "It is absurd to prohibit the exercise of shareholder rights on the grounds that it contradicts a family agreement."
During the trial, private conversations exchanged among the owner family during the management rights dispute were also disclosed. According to CEO Yoon Yeo-won, Yoon Dong-han gathered the family for dinner upon hearing about the management dispute. At this gathering, Yoon Dong-han reportedly told Vice Chairman Yoon Sang-hyeon to "stop (the dispute)," but Yoon Sang-hyeon replied, "I will expel my younger sister (CEO Yoon Yeo-won) from the company." It is reported that Yoon Dong-han responded, "Do not touch (the company) while I am alive."
Additionally, the legal team for CEO Yoon Yeo-won stated, "Vice Chairman Yoon Sang-hyeon is destroying the fundamental ideology of the corporation called Kolmar," to which Vice Chairman Yoon Sang-hyeon's side responded, "This is a personal denunciation that is not directly related to the case."