In September, Samsung Group successfully completed its plan to merge Samsung C&T and Cheil Industries in the face of powerful opposition led by Elliott Associates, a U.S.-based hedge fund that was a shareholder of Samsung C&T.
Last week, Korea’s securities regulator referred Elliott Associates to the prosecution for allegedly violating the nation’s public disclosure rules during its additional purchase of a stake in Samsung C&T, a construction and engineering unit of the group.
With the regulator’s decision, the controversial merger – in which the group surprised the market by unveiling the plan in May 2015, leading to a series of disputes with the foreign fund throughout last summer -- has come to the fore again.
While the Securities and Futures Commission has clarified that the fund had failed to fulfill a regulatory filing obligation during its trading of Samsung C&T shares, the regulator said it has yet to obtain “possibly behind-the-scenes records” to prove a breach of the rules.
And it is up to the prosecution whether to launch a probe into the case: The prosecution has the right to drop the case, because the SFC has not filed a complaint against Elliott requesting criminal investigation, but simply handed over the case to the law enforcement agency.
Irrespective of the prosecutors’ future actions, the showdown between Samsung and Elliott highlights the public sentiment toward chaebol, Korea’s large family-owned conglomerates.
It seems that Samsung had tried to appeal to the patriotism of minor Korean shareholders in its effort to secure sufficient voting rights to support the merger. It conducted full-fledged advertisement activities and face-to-face persuasion for some individuals in a reported bid to garner the support of both Korean shareholders and ordinary citizens.
The group’s efforts eventually paid off by attaining a certain portion of small shareholders’ approval to sell their shares to an investor allied to Samsung C&T at a uniform price. But there is something crucial that Samsung missed through the battles with the fund.
It is difficult to say that the public sentiment was in favor of Samsung. A large portion of citizens say that the deal was designed to help Samsung Group heir Lee Jae-yong tighten his grip on core business units.
Many citizens had rather cheered on the move by Elliott, which highlighted shareholder-value issues, while Samsung and some observers argued that local conglomerates were vulnerable to foreign hostile takeover bids.
But few would have thought that the fund could deprive the nation’s biggest conglomerate of the management rights to the construction unit. Citizens regarded Elliott as a simple investor seeking capital gains like any small investor.
The deal was just an initial part of the group’s restructuring before Lee becomes the chairman of Samsung Group. Heir Lee needs to contemplate the ways to attain the sincere support of Koreans and local shareholders on occasion of the noisy incident.
Citizens do not oppose Lee’s takeover of the conglomerate. They just don’t like the attitude shown by Samsung, which is not offering any particular price benefits to local consumers in sales of electronics products like smartphones.
Apple Inc. and Toyota Motor Corp. prioritize their countries’ consumers in their global sales and customer service, and nationals’ patriotism toward their brands follows naturally. For enterprise, hostile sentiment from consumers could be riskier than hostile takeover attempts.
If Samsung had taken care of domestic consumers first, a lot of Koreans might have called on the SFC and prosecution to take stern punitive measures against Elliott. But the public doesn’t seem to be interested in the regulator’s action last week.
Let Elliott go. The fund had legitimately challenged the dubious amalgamation ratio of the shares of Samsung C&T versus fashion unit Cheil Industries.
