The first hearing in the main dispute over management control within the Kolmar family, the lawsuit to return gifted shares, was held on the 23rd. The lawsuit was filed in May by founder Chair Yoon Dong-han, who asked Vice Chair Yoon Sang-hyun, his son, to return 2.3 million shares he gifted in 2019 (4.6 million shares after a bonus issue, about 14% equity).
The Seoul Central District Court's Civil Agreement Division 29 (Presiding Judge Go Seung-il, Director General) opened the first hearing at about 10:20 a.m. in the lawsuit to return gifted shares that Chair Yoon filed against his son, Vice Chair Yoon. Only the attorneys for both sides appeared, and Chair Yoon and Vice Chair Yoon failed to appear.
Chair Yoon's legal team said, "Vice Chair Yoon clearly violated the duty to implement and maintain Chair Yoon's succession plan," and added, "On the 14th, at the first board meeting after Vice Chair Yoon entered, a resolution was passed to exclude CEO Yoon Yeo-won of Kolmar BNH from business management authority." They also said, "We will file a motion to compel production of documents, including the board minutes and audio recordings at the time."
Earlier, on the 26th of last month, Vice Chair Yoon convened an extraordinary shareholders meeting at Kolmar BNH and passed an agenda item to appoint himself and former CJ Executive Vice President Lee Seung-hwa as inside directors. The legal battle between Chair Yoon and Vice Chair Yoon over holding this extraordinary meeting was round one of the management control dispute. With Vice Chair Yoon prevailing there, he entered as an inside director of Kolmar BNH. After that, on the 14th, they agreed to establish a system of three co-CEOs: Vice Chair Yoon Sang-hyun, Director Lee Seung-hwa, and CEO Yoon Yeo-won.
In response, Vice Chair Yoon's legal team said, "As CEO of the holding company Kolmar Holdings, Vice Chair Yoon requested the appointment of directors for the purpose of management reform at subsidiary Kolmar BNH, which had long suffered from poor business performance."
They continued, "Vice Chair Yoon simply did what he should do as CEO of Kolmar Holdings, but Chair Yoon claims this amounts to management interference in Kolmar BNH, where his daughter Yoon Yeo-won serves as CEO," and added, "In the end, Chair Yoon is demanding the return of the shares because Vice Chair Yoon's management activities run counter to his own wishes."
Vice Chair Yoon's side also said, "We suspect Chair Yoon's side may be using this case as part of the management control dispute." In response, Chair Yoon's side countered, "We have not the slightest intention of engaging in a family fight." The court scheduled the second hearing for Dec. 11.
Meanwhile, in 2019 Chair Yoon gifted 28.18% of his Kolmar Holdings shares to his son, daughter, and son-in-law. At that time, he agreed with Vice Chair Yoon and CEO Yoon to operate independently among the three, but Chair Yoon's position is that Vice Chair Yoon broke this. The court in July granted a preliminary injunction Chair Yoon sought along with the share disposition lawsuit to prevent Vice Chair Yoon from disposing of the shares he holds.