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GM Korea's plan to standardize its operations has changed its plan. The court slows two days before the day of the divestment (30th) of the company's research and development (R & D). The Korean Development Bank (KDB) has decided to suspend some of the resolutions of the GM shareholders' meeting in Korea during the approval of the split plan submitted to GM. GM Korea said that he did not agree with the court decision. On May 21, GM announced a list of six executive board members of GM Technical Center Korea, including Roberto Lempel, CEO. The company plans to split it on the 30th and divide it on the 3rd of next month. However, the court is slowing down the company's split and plans to create a research and development company in the past year.
On March 19, GM Korea held a general meeting of shareholders and adopted an agenda for the creation of a new R & D company (GM Technical Center Korea). The problem is that in the process of resolving this problem, directors elected by the Korea Development Bank, the second-largest GM shareholder in Korea, could not attend. According to GM Korea, the directors appointed by the Korean Industrial Bank went to GM's headquarters in Incheon to attend the shareholders' meeting. However, the GM branch of the Korean Trade Union Confederation (GM Korea Union) prevented them from accessing the main conference room where the general meeting of shareholders was held. As the shareholders' meeting fell behind schedule, the directors elected by General Motors (GM) in the United States voted on the agenda without the KDB representatives.
The KDB filed a preliminary injunction asking the court to suspend the decision on the resolution at the March 29th general shareholders' meeting, which was excluded from the company's separation decision. The Korea Development Bank said: "We filed a preliminary injunction application seeking the court's judgment on the fact that it had held a shareholders' meeting with a defect of procedure."
The question is whether the division of the R & D company corresponds to special resolutions. The articles of the General Meeting of Shareholders are divided into general resolutions and special resolutions. Special resolutions deal with important issues that usually have a significant impact on the business, rather than the usual resolution. Instead, the requirements for acceptance rates are even more difficult. In the case of GM Korea, more than 85% of the total number of shares issued is required for the special resolution.
The US headquarters and the Korea Development Bank list special resolutions in weekly contracts. Although the confidentiality agreements signed by both parties do not give accurate information, it is known that one of the elements requiring a special resolution is a complete sentence meaning decision-making, such as separation. from the company.
The problem is the interpretation of this sentence. GM Korea argues that the newly created R & D company does not necessarily have to submit to special resolutions as it is a simple division of personnel. GM's headquarters and subsidiaries, which hold 82.9% of GM Korea's common stock, voted favorably on the plan to create a separate company.
For its part, the Korean Development Bank baderted that even if the stakeholder structure remained the same in the newly created company, GM's badets in Korea could be modified and the second shareholders were also subject to particular influences. . According to this logic, the general meeting of shareholders of GM does not have the approval rate requirement (85%), so the resolutions here are invalid.
The court found that "the split of the company is the subject of a special resolution," said the court on December 28. "A resolution that failed to win more than 85% of the common shares has a serious defect that constitutes a violation of the articles."
In response to a court decision, GM Korea plans to re-establish a new R & D company. GM Korea says that if an R & D company regains its headquarters, it can make decisions quickly and efficiently. GM Korea said, "The establishment of the GM Technical Center in Korea is the best thing for GM's union, shareholder and partner company in Korea, which is leading the standardization of GM's operations in Korea." He also sued, persuading KDB to hold a shareholder meeting. I will try to find a way to establish Korea. "
Moon Hee-cheol and Kim Young-min reporter [email protected]
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