Shareholder Ownership Gives Way To Corporate Control

Authored by Iain O'Brien via RealClearMarkets,

Today's business ownership landscape is increasingly complicated by financial, voting, contractual and capital arrangements. A direct relationship between ownership and control can no longer be assumed, particularly for strategically important companies.

Sika, a Swiss chemicals company, entered a four-year corporate battle in 2014, when building-material firm Saint-Gobain announced it would buy a controlling majority. Although the Burkard family owned 16% of shares, a dual-class structure granted them over 52% of voting rights. Sika showed why economic ownership does not necessarily equal voting power.

A relevant example took place between American firms Endeavor Group Holdings, now WME Group, and Silver Lake, in 2024. Endeavor agreed to be taken private by Silver Lake, which already controlled over 70% of Endeavor's voting rights. Silver Lake could therefore approve the merger, effectively controlling the company's future before owning it. Mubadala, Goldman Sachs and other investors also took part, making a true "owner" difficult to define.

The stakes change when a company is deeply involved in a country's industrial capacity. Energy infrastructure, semiconductors, and critical-mineral producers introduce geopolitical considerations.

Korea Zinc, among the world's most prominent refined zinc producers, has seen a dispute with Young Poong putting the history of the two firms and their controlling families in the spotlight. Korea Zinc emerged from a partnership between the Choi and Jang families, who control Korea Zinc and Young Poong respectively. The Choi family has maintained management control despite Young Poong being the largest shareholder, with a stake of 33-37%. In 2024, Young Poong partnered with South Korean MBK Partners, launching a tender offer resulting in joint ownership of over 46% of voting shares.

The transaction created several layers of control. Young Poong agreed to a cooperation agreement to jointly exercise voting rights with MBK Partners. While Young Poong continued to hold shares, MBK acquired a stronger role in deciding how they would be used. On a newly formed board at Korea Zinc, directors nominated by MBK would later outnumber those selected by Young Poong, essentially determining the board's composition. A call option on Young Poong's Korea Zinc shares was also granted to MBK Partners. The option has drawn controversy because Young Poong is alleged to have granted MBK highly favorable terms at below market costs, exposing it to significant financial losses.

MBK's business ties highlight how assigning a single national identity to a modern company may prove difficult. China's sovereign wealth fund represents roughly 5% of one of MBK Partners' investment funds. Such ties raised concerns among Korea Zinc management that their firm would eventually come under Chinese control. Concerns about Chinese influence have also been highlighted in relation to Project Crucible, a joint Korea Zinc led venture, which Young Poong and MBK Partners initially opposed because it placed too much control in the hands of the US government, posing a national security risk to Korea. More recently, however, Young Poong and MBK Partners have changed their approach, taking a more supportive public position towards the project. This included hosting a promotional reception in Tennessee during which they sought to give the impression of ownership over the project.

Separate questions have also been raised about Young Poong's environmental, financial and managerial issues related to a smelting plant project. These concerns gained renewed attention following Korean police's decision to reopen an investigation into alleged environmental law violations by Young Poong Counsel Hyung-jin Jang.

The cases above illustrate why regulators and investors need to look beyond the registry of shareholders. In Sika's case, a minority stake could carry majority voting power, while Endeavor controlled votes before owning a majority of economic interests. In Korea Zinc's case, the battle involves shareholder alliances, control rights and internationally sourced capital with vast potential geopolitical implications.

Traditional concepts of ownership no longer capture where control in companies resides. This matters for governments screening transactions with economic sovereignty, national security and competitiveness in mind. The era of the shareholder may be giving way to an era where control matters more than ownership.