Reporter Park Cheol-seong<Research Center Director/Columnist>
An allegation has been raised that Hana Bank (CEO Park Seong-ho) within Hana Financial Group (Chairman Jeong-tae Kim) engaged in unfair practices. It is said that he took unfair profits of more than 3 billion won from small merchants. It is pointed out that a thorough investigation and management of the FSS and related institutions is required.
In May, Shinsan D&I Co., Ltd. (CEO Kim Young-sun), which promotes the Oryu market maintenance project in Guro-gu, Seoul, reported an unfair transaction from Hana Bank to the Financial Supervisory Service.
According to the report, "Hana Bank suffered financial losses of more than 3 billion won due to unfair transactions," and "Hana Bank took unfair profits from small merchants through unfair power abuse.“
▲In the process of promoting the error market maintenance project, it was claimed that Hana Bank suffered financial losses of more than 3 billion won due to unfair transactions. The photo was of a building that was owned and sold by Hana Bank.
In addition, “Hana Bank sold about 100 pyeong of land (37-5 Oryu-dong) adjacent to Hana Bank in the site where the Oryu market maintenance project was being carried out in January, and signed a preferential purchase right contract with Shinsan D&I (purchasing amount 60). 150 million won)” and “Nevertheless, we proceeded with the stalking hose method of public sale.”
Preferential right is the right of the owner of an asset to purchase the asset under contractual terms before selling it to a third party.
Also, 'stalking horse' is an economic term derived from the fact that animals run away when a hunter shows up, but when the hunter's horse gets close, the animals do not run away, making hunting easier.
A 'stalking horse' refers to a conditional acquisition method in which the debtor company first determines a prospective takeover during the corporate rehabilitation process, and then the court can cancel the contract when a place that publicly gathers bidders and offers a higher acquisition price appears. . In other words, after making a provisional contract, it goes through a competitive bidding process once again.
STX Construction, Hyunjin, Song Inseojeok, etc. have conducted M&As in the rehabilitation process in this way.
The recent acquisition of Eastar Jet was conducted with a 'stalking horse'. The 'stalking horse' can be acquired only when a new bidder bids a higher acquisition price than the first bidder. Accordingly, before the announcement of the bid, Eastar Jet selected Seongjeong, who offered 80 billion won as a bid price, as the preferred buyer and signed a provisional contract.
Industry insiders predicted that SsangBall offered around 110 billion won, which is higher than Seongjeong's acquisition price. That's how the battle to take over Eastar Jet went to Sungjeong.
As such, the ‘stalking horse’ is a method mainly applied to corporate M&A. The common point of experts is that there is no such thing as a ‘stalking horse’ in a real estate short sale.
According to the report received by the Financial Supervisory Service, “Hana Bank took a long time to make an internal decision to participate as a member of the Oryu Market Reorganization Project and then review ways to participate. In the end, the attitude that he showed until the final public sale was a series of abuses.” He said, “In spite of the opposition, we adopted the stalking hose method, which has no real estate public sale application, taking advantage of the weakness that real estate owned by Hana Bank is absolutely necessary for the error market maintenance project. forced to accept it. At that time, the reporters did not even dare to refute this.”
▲On January 5, Hana Asset Trust announced that it would sell the trust real estate sold by Hana Bank through a stalking hose method.
In particular, if the preferred buyer accepts the price offered by the preliminary successful bidder determined in the short sale conducted by Hana Bank, the topping fee deposited by the preferred buyer is paid to the preliminary successful bidder whose successful bid was canceled as compensation. that was the way to do it.
Moreover, it is argued that it was an unfair act that lost legality and fairness for Hana Bank to select Company D, the representative of Mr. A, as a preliminary successful bidder.
In the report, “the representative of Company D, who was selected as a bidder and preliminary successful bidder with 15 minutes before the deadline after not having a bidder for three weeks during the public auction, is a person who has lost legality and fairness.” He is the representative of a company whose business was canceled due to a court ruling, as it was found to be unfulfilled, lost credibility, and illegally split shares to increase the number of consenters in the process of promoting the error market maintenance project. The reason he responded to the bid at an exorbitantly high price by mobilizing debentures without the ability to do so was just for the purpose of obtaining compensation (topping fee).”
Shinsan D&I CEO Kim Young-sun said, "At first, I requested Hana Bank to participate as a union member, but after waiting 9 months for the pretext of review, I expressed my position that I would sell it. Instead, he said he would do a short bidding.” “Then, after waiting for about two months, I switched to a stalking hose method that had never been applied to a real estate public sale.”
In addition, CEO Kim said, "In this way, the bidding method was unfair and the selection of the preliminary successful bidder was unfair, but Hana Bank presented the illegal preliminary successful bidder's bid amount (9 billion won) as the sale price to Shinsan D&I, resulting in an unfair profit of more than 3 billion won. “The land acquired by Shinsan D&I at such a high price will be invested as a business site in the Oryu Market Maintenance Business Association to be established in the future, which will ultimately damage the association of small merchants, and ultimately, Hana Financial Group It was the result of taking unfair profits from small merchants through this unfair power play,” he lamented.
Meanwhile, Hana Bank responded to the email sent to the reporters, “There was no plan to sell the real estate, but the above company (Shinsan D&I) showed an intention to purchase and wanted a private contract. The open sale procedure was conducted in an appropriate and fair manner in accordance with the principle of freedom of contract.”
He also said, “The topping fee is not arbitrarily determined.” “It is 2% of the purchase price, or 121 million won, which is voluntary in the range of 2-5% in the examples of real cases in the United States, etc. taken into account to the minimum level. If the preferred buyer abandons the purchase, it is sold to the preliminary successful bidder. (The claim of a maximum of 1,040% when converted into annual interest seems to be intentionally intended to make the amount appear larger),” he added.
In addition, “not only this method (stalking hose) but all open sale methods are methods of inducing the highest bidder and also for fair price calculation,” he said. “It is an advantageous method for the preferred bidder to make a contract in preference to the successful bidder. Real estate sale requires a buyer to make a transaction, so if there was a problem with the sale method, I had the right to give up the right to buy, but I did not exercise it and did not withdraw my intention to purchase.”
In addition, "Finally, Shinsan D&I exercised its preferred purchase right, signed a sale contract, and paid the remaining balance to complete the transaction normally," he said. "The public auction lasts for three weeks, but most bidders bid with deposit deposit on the closing date. respond to In addition, the Bank (Hana Bank) did not separately grant or restrict the bidding qualifications in the public sale of real estate.”
The reporters asked Lee Chang-hee, president of Hana Asset Trust, who conducted the short sale, to confirm the contents and position, but in the end, they did not receive an answer.
Which side will the Financial Supervisory Service take? Attention is being paid to.