Financial & Securities: Economy: News: Hankyoreh

The United States Court of Justice (GM) banned the separation of Korean company GM, which strained until the alleged shareholder meeting. This is the first recognition of the KDB (KDB) Industrial Bank of Korea (KDB) shareholder. However, if we use the method of "physical division" to separate companies, there will be room for the exception of Vito. While GM announced its strong restructuring plan and its restructuring plan focused on tomorrow's cars, it is expected that GM's reorganization in Korea, including the separation of companies, will only be a matter of time .
On October 28, the 40th Civil Rights Chamber of the Supreme Court of the Republic of Korea cited San-in's ruling requests to suspend the application of the dividend proposal approval, which divides GM into a research and development (R & D) company and a production company. . The judge said: "Sanjun has suspended the split plan approval resolution at the March 19 Extraordinary Shareholders' Meeting, subject to depositing 1 billion won as collateral for GM GM." GM Korea should not enforce resolution "He said, however, Korea GM Co., which was excluded from the plan on the occasion of the separation of companies on the 30th, expressed regret and announced its intention to withdraw .
The court ruled that the division of companies through GM's "human division" in Korea would be vetoed by the mountain, which holds a 17.02 percent stake, contrary to GM's claims. The court said: "The resolution, which did not obtain the approval of 85% of the total number of ordinary shares, constitutes a serious defect that would violate the statutes (the Vito regulation)".
Previously, Mount Kang was secured by a 15% interest in the 17th Extraordinary Meeting of Resolutions stipulated in the Articles of Incorporation as control of the management of minority shareholders. The articles of incorporation, which were the subject of this question, stipulated "the merger, the merger and any other restructuring of the company" as a subject of the Vito. In the case of a merger or similar activity not affecting the participation of the company in it, it is excluded (in the case of a power of veto). I did not agree The court first explained the logic of GM, but in the second, the mountain accepted the request and rendered a mixed judgment.
However, the fact that the division of labor is subject to the veto of the second tribunal, but the fact that the division of labor is not covered by the veto, makes it unpredictable. The court ruled that "the division of property is not subject to a special majority (Vito) title under the provisions of the statutes, except in exceptional circumstances".
The physical division is a way to make a company a wholly owned subsidiary of a certain company, which is then used to sell the business. It is clear that this does not change the existing shareholders' ownership, but if GM Korea wished to retain its R & D companies autonomously, keeping in mind the restructuring of the production subsidiary, it would could not solve the problem as easily as the personnel division.
The human resources division consists of dividing the company's badets in half and creating a new independent company, and the existing shareholders divide the shares of the new company according to the current equity ratio. In response to the fact that the composition ratio of shareholders of the new company does not change, Seems to have done. However, the second court considered that the split would have a negative effect on the shareholding status of the two companies, the sum of the equity values ​​of the split companies being identical to that of the existing company.
The official said: "We have ended the separation of the company, but we do not think that GM will give up easily," he said. "We will continue our efforts to strengthen the position of our company through the creation of GM Technical Center Korea (a new R & D company)."
Kim said, "Although the court has taken the time to corrupt the personnel division, there will be several scenarios to divide the company by GM." He said that GM would not restructure the factory in Korea. As announced on July 26, the restructuring of low-productivity foreign factories, such as the Changwon plant in Korea, will be adjusted only according to the situation of each country and can be viewed at any time. "
Jae Sera The Hong Dae Line Kim Min Kyung reporter will [email protected]