This article was published on Aug. 4, 2025, at 5:30 a.m. on the ChosunBiz RM Report site.
The 'management rights dispute' of Kolmar Group, the world's third-largest cosmetics ODM (original design manufacturer), is ongoing between a father, daughter, and son. Recently, both sides have been in a legal battle over holding a 'temporary shareholders' meeting.' They are competing to appoint their own people as executives. The son, Yoon Sang-hyun, vice chairman of Kolmar Holdings, has won the first round by receiving the court's approval for convening the temporary shareholders' meeting. In response, the father, Yoon Dong-han, chairman, and the daughter, Yoon Yeo-won, CEO of Kolmar BNH, have also applied to the court for permission to hold a temporary shareholders' meeting.
The main issue of the Kolmar management rights dispute lies elsewhere. The father has filed a lawsuit against his son, demanding the return of shares he gifted in 2018. A large law firm attorney, who is a former chief judge, and a lawyer who was nominated as a Supreme Court justice but later opened a practice alone, are representing him. In the legal community, it is noted that "it is an interesting case as prominent lawyers are involved in a fight where family members cannot yield an inch to each other."
◇ The shares transferred by the father in 2018 triggered the management rights dispute
Kolmar Group was founded in 1990 by Yoon Dong-han. In 2018, Yoon decided to step back from the management front and gifted 28.18% of his equity in Kolmar Holdings to his son, daughter, and son-in-law. At that time, Yoon was said to have envisioned a succession structure in which his son would oversee the cosmetics and pharmaceuticals businesses and his daughter would be responsible for health supplements.
The problem lay in the equity structure. Yoon's son holds 31.75% of Kolmar Holdings, while Yoon and her husband have 10.62%, so the representative and the largest shareholder are the same person. However, Kolmar BNH owns 44.63% of Kolmar Holdings. Despite being led by Yoon, it falls under the umbrella of Yoon's Kolmar Holdings.
The siblings reportedly had conflicts as Kolmar BNH's performance deteriorated. This conflict was revealed when Yoon applied for approval to convene a temporary shareholders' meeting for Kolmar BNH on May 9. Currently, the board consists of Chairman Yoon, CEO Yoon, the head of the management planning department (CFO) of Kolmar BNH, and three outside directors, totaling six people.
◇ The son scored the first victory in the legal battle over 'the convening of the temporary shareholders' meeting'
According to the legal community on the 4th, the Daejeon District Court accepted the request for 'approval to convene a temporary shareholders' meeting' submitted by the vice chairman on the 25th of last month. The vice chairman had previously demanded that his sister's company, Kolmar BNH, hold a temporary shareholders' meeting to appoint himself and Lee Seung-hwa, former vice president of CJ CheilJedang, as internal directors. According to the court's decision, Kolmar BNH must hold the temporary shareholders' meeting by September 26.
The management rights dispute at Kolmar is proceeding along two lines: a lawsuit between siblings and a lawsuit between the father and son, with the brother currently holding the advantage in the sibling lawsuit. In this case, the vice chairman is represented by attorneys Jeon Se-young and Oh Myung-seok from BAE, KIM & LEE LLC, a law firm specializing in management rights disputes. They reportedly argued during the hearing that if a shareholder holding more than 3% equity requests the convening of a shareholders' meeting, the board must promptly initiate the convening process.
Until the first victory, it seemed that the vice chairman was at a disadvantage in this management rights dispute. This was partly because the father sided with the younger sister. Moreover, the injunction against the disposal of shares issued by Yoon was accepted by the court. Yoon filed a lawsuit demanding the return of the shares he had inherited in 2018. He also filed for an injunction to prevent the disposal of shares until a court decision is reached, which the court granted in June.
However, the situation has not completely tilted in favor of the vice chairman. On the 29th of last month, the father submitted a counter request for approval to convene a temporary shareholders' meeting to the Daejeon District Court. It is reported that Yoon demanded the inclusion of ten members, including himself and his daughter, in the board.
◇ A showdown of elite lawyers in the 'father and son stock return lawsuit'
The vice chairman has appointed the law firm Gwangjang as the representative in the stock return lawsuit, regarded as the 'core' of the Kolmar management rights dispute. Attorney Kang Young-soo, who joined earlier this year, has been included on the roster.
Attorney Kang previously served as the chief specialist of the Supreme Court sentencing commission, senior research fellow at the Judicial Policy Research Institute, chief professor at the Judicial Research and Training Institute, and presiding judge at the Seoul High Court, retiring as the president of Incheon District Court in 2021.
On the father's side, attorney Shim Jun-bo has also been included as a legal representative. He retired from the court in March and has held several key positions, including a research officer at the Supreme Court, planning manager at the court administration office, and head of the judicial policy office. He was also a candidate for Supreme Court justice in the previous administration.