[비즈한국] It has been confirmed that former Ourhome Chairwoman Koo Mi-hyun, who sold her entire stake in Ourhome to Hanwha000880 Group, obtained a court decision to cancel the attachment of her stocks by her younger sisters by depositing 10 billion won in bail around the time the acquisition payment was made. Previously, former Ourhome Vice Chairwoman Koo Ji-eun and former Director Koo Myung-jin had attached the former chairwoman’s shares, claiming that their eldest sister, Koo Mi-hyun, had violated a shareholders' agreement to exercise voting rights in unison, thereby necessitating the securing of a penalty. The management dispute at Ourhome, which had dragged on for years due to shifting alliances among the siblings, appears to have reached a conclusion as the eldest daughter, Koo Mi-hyun, and the eldest son, former Vice Chairman Koo Bon-sung, joined forces to sell their stakes.
The Seoul Western District Court granted former Chairwoman Koo Mi-hyun’s request to cancel the execution of the stock attachment on the 19th of last month. Previously, in April of last year, former Vice Chairwoman Koo Ji-eun and former Director Koo Myung-jin had attached Koo Mi-hyun’s Ourhome shares, asserting that their elder sister had violated a shareholders' agreement and that it was necessary to secure 10 billion won out of a 30 billion won penalty. Koo Mi-hyun successfully obtained the cancellation of the attachment by depositing the 10 billion won claimed by her sisters into the court (a process known as "release deposit").
Around this time, former Chairwoman Koo Mi-hyun and her brother, former Vice Chairman Koo Bon-sung, sold their entire stakes in Ourhome to Hanwha Group. Hanwha Hotel & Resort, a service affiliate of Hanwha Group, signed a Stock Purchase Agreement (SPA) in February to acquire the 58.62% stake held by the two. They announced that the transaction was finalized and the acquisition process was completed on the 15th of last month. The total purchase price was 869.5 billion won. Former Chairwoman Koo Mi-hyun filed her request for the cancellation of the stock attachment on the 14th of last month, one day before the completion of the acquisition payment by Hanwha Group.
Ourhome was a general food company under the Pan-LG conglomerate. It was founded in 2000 by the late former Chairman Koo Ja-hak, the third son of LG Group founder Koo In-hwoi, after separating from the LG Group. The company expanded its business through group catering and food services. The company's shares were divided among the late Chairman Koo Ja-hak’s eldest son, former Vice Chairman Koo Bon-sung (38.56%), eldest daughter, former Chairwoman Koo Mi-hyun (19.28%), second daughter, former Director Koo Myung-jin (19.6%), and third daughter, former Vice Chairwoman Koo Ji-eun (20.67%). The structure left the management rights vulnerable to shifting alliances among the siblings.
Former Vice Chairman Koo Bon-sung was initially considered the successor to the late Chairman Koo Ja-hak. Following the LG Group's tradition of primogeniture, he held the largest share of the founder's stake. He took office as co-CEO of Ourhome in June 2016, while the late Chairman Koo Ja-hak was still serving as representative director. At that time, the only other sibling working at Ourhome was the fourth daughter, former Vice Chairwoman Koo Ji-eun. Koo Ji-eun had served as an Ourhome director since 2004 before moving to head the subsidiary CalisCo. In 2017, she convened a general shareholders' meeting to oppose the appointment of a professional manager by Koo Bon-sung, but the move failed when her eldest sister, Koo Mi-hyun, sided with Koo Bon-sung.
The leadership of former Vice Chairman Koo Bon-sung collapsed after he became involved in social controversy. He was indicted on charges including special injury after committing road rage and colliding with a driver he had forced to stop, and was sentenced to six months in prison suspended for two years in the first trial in June 2021. Immediately after the verdict, he was dismissed as CEO of Ourhome. In November of the same year, an internal audit by Ourhome uncovered allegations of breach of trust and embezzlement against him, leading the company to file a criminal complaint. In September of last year, he was sentenced to two years in prison suspended for three years in the first trial related to this case.
The vacancy left by former Vice Chairman Koo Bon-sung was filled by the fourth daughter, former Vice Chairwoman Koo Ji-eun. Immediately after the sentencing in June 2021, the three sisters—Koo Mi-hyun, Koo Myung-jin, and Koo Ji-eun—held a general shareholders' meeting and passed a resolution to dismiss Koo Bon-sung as CEO. On the same day, Koo Ji-eun proposed and passed a motion to appoint directors, including herself, ascending to the position of new CEO of Ourhome. Former Director Koo Myung-jin also took office as an internal director on the same day. While eldest sister Koo Mi-hyun had sided with Koo Bon-sung during the 2017 dispute, she chose to support Koo Ji-eun after Koo Bon-sung caused the controversy.
Around this time, in April 2021, the three sisters—Koo Mi-hyun, Koo Myung-jin, and Koo Ji-eun—entered into a shareholders' agreement. The agreement stipulated that: 1) for the shareholders' proposal submitted by Koo Ji-eun in February 2021, they would exercise their voting rights in a unified manner at any subsequent Ourhome shareholders' meetings held after April of that year; and 2) they would exercise their voting rights in the same direction for all agenda items at future meetings. Violating this would result in a penalty of 30 billion won payable to the other parties of the contract. The three sisters also agreed to sell their stakes in the company at the same price and conditions in the future.
However, the alliance among the three sisters did not last long. In April of last year, Ourhome held its annual shareholders' meeting and appointed former Chairwoman Koo Mi-hyun and her husband, Lee Young-yeol, a former professor at Hanyang University Medical School, as internal directors. The motions to reappoint former Vice Chairwoman Koo Ji-eun and former Director Koo Myung-jin, whose terms expired in June last year, were rejected. Unlike in June 2021, when the three sisters united to oust former Vice Chairman Koo Bon-sung, this time Koo Bon-sung joined hands with Koo Mi-hyun to oust his younger sisters. Subsequently, Koo Bon-sung's son, Koo Jae-mo, was appointed as an internal director at an extraordinary shareholders' meeting in May, based on his father's recommendation.
Former Chairwoman Koo Mi-hyun succeeded Koo Ji-eun as the CEO of Ourhome. Having acted as a "key player" from the sidelines in every management dispute, Koo Mi-hyun was appointed CEO and Chairwoman by the Ourhome board of directors last June. On the same day, her husband, internal director Lee Young-yeol, was appointed Vice Chairman, and Lee Young-pyo, who formerly served as the chief of staff and Chief Financial Officer (CFO) under the late Chairman Koo Ja-hak, was named President of Management. Seeking to put an end to the sibling management disputes, Chairwoman Koo Mi-hyun pursued the sale of management rights and an Initial Public Offering (IPO) immediately after taking office. Consequently, Hanwha Group incorporated Ourhome as an affiliate seven months later, following due diligence conducted in October of last year.