Samsung may heave a sigh of relief over the news reports that the National Pension Service has decided to support the proposed merger of Samsung C&T and Cheil Industries.
The decision, reportedly made by its investment panel Friday, certainly gives the upper hand to the Korean conglomerate in its showdown with the U.S. hedge fund Elliott Associates, which has striven to block the merger.
The decision of the NPS, which holds the largest voting stake, 11.2 percent, in Samsung C&T, followed two successive court rulings that raised the hand of the Korean firm in its battle with the activist fund which holds the third-largest stake, 7.12 percent.
The pension fund’s decision to vote for the merger with Cheil in the Samsung C&T shareholders meeting Friday is welcoming for good reasons. First, it is obvious that a rupture of the proposed merger will bring down the share prices of both companies, which will cause losses to the NPS ― it also has a 5.04 percent stake in Cheil Industries.
As the nation’s largest institutional investor responsible for the postretirement life of the nation’s growing elderly population, the NPS cannot afford to sustain losses on its investment in the two Samsung units, for which it spent more than 2 trillion won ($1.8 billion). The fund made the right decision in this regard.
Also worthy of note is that the pension fund’s support for the merger of the two Samsung units will make a good precedent for major institutional investors coming to the rescue of companies under attack from speculative hedge funds.
This point is important because Korean conglomerates have few means to protect themselves from hostile attacks from hedge funds, which ― like Elliott ― seek short-term investment returns in the name of governance reform and shareholders rights.
In fact, the current showdown between Samsung and the U.S. activist fund notorious for its “vulture picnics” shows that Korea as a whole ― government officials and businesses ― has failed to learn lessons from similar cases in the past.
SK Group, Korea’s third-largest conglomerate, plunged into a grave crisis in the wake of an attack from the Monaco-based hedge fund Sovereign Asset Management in 2003. Three years later, American investor Carl Icahn attempted a hostile takeover of KT&G, the nation’s top tobacco firm.
Both Korean companies succeeded in fending off the attacks, but only after sustaining severe damage and the two funds raking in huge returns ― 964.8 billion won for Sovereign and 150 billion won for Icahn.
It is true that some Korean firms controlled by families who possess small proportions of shares lack transparent governance and overlook shareholders rights. Chaebol and other conglomerates must address this problem, but it makes no sense that the Korean law does not allow businesses tools to protect their legitimate management rights ― like different classes of stock shares which have different voting rights, poison pills and golden shares.
Now the nation’s financial and capital markets provide a level playground for foreign investors. If the ground for investors is level in terms of global standard, the same level ground should be provided to businesses so that they can protect themselves from falling prey to speculative forces ― be they foreign or Korean.
