Global proxy advisory firms ISS and Glass Lewis have recommended backing most of activist fund Align Partners’ proposals at Gabia’s extraordinary shareholders’ meeting scheduled for the 8th of next month. ISS supported all of Align’s proposals, while Glass Lewis opposed only the appointment of non-executive director candidate Eom Tae-hyun and backed the board-expansion amendment and independent director candidates Kwak Jun-ho and Cho Sung-mun. Analysts say the recommendations materially improve Align’s chances of winning a board majority in its escalating dispute with Chairman Kim Hong-guk, Gabia’s largest shareholder. Kim partnered with Macquarie as a white knight to pursue a public tender offer aimed at delisting Gabia, prompting Align to seek the extraordinary meeting. Align wants to expand the board from five to seven members and appoint three directors. ISS described the contest as a proxy fight over oversight and minority-shareholder treatment, saying Kim excluded the rest of the board during transaction negotiations despite conflicts of interest. It said Western-style fiduciary and due diligence duties appeared to have been ignored and that a more diverse board was needed to check the largest shareholder’s aligned forces. ISS valued the stock at 56,319 Korean won using an SOTP (sum-of-the-parts) valuation with a 25% discount to peer multiples, but considered the 66,000 Korean won tender offer reasonable after including a control premium. It criticized the 48,000 Korean won offer, despite its 40% premium, for failing to reflect the limitation of a one-time opportunity. If Align’s proposals pass, board representation would change from three Kim-aligned members and two others to a 3-to-4 split favoring Align. Despite the potential board majority, Align says it is not directly seeking management control; its roughly 10% stake cannot secure a board seat without support from other shareholders, and it has not nominated an internal director for the chief executive role.