5/30/2024

The court ruled in favor of Min Hee-jin

The court ruled in favor of Min Hee-jin.

The court's ruling in favor of Min Hee-jin, the CEO of Ador, has propelled the HYBE vs Min Hee-jin conflict into even rougher waters.

On the 30th, the 50th Civil Division of the Seoul Central District Court granted Min Hee-jin's injunction request against HYBE's voting rights.
The court stated, "The existence of reasons for Min Hee-jin's dismissal or resignation needs to be thoroughly investigated and judged in the main lawsuit. Based on the current claims and evidence, HYBE's grounds for dismissal or resignation are not sufficiently substantiated."

The court added, "It is clear that Min Hee-jin sought to weaken HYBE's control over Ador by potentially removing NewJeans from HYBE's influence or pressuring HYBE to sell its Ador shares, thus seeking to independently control Ador. However, it is difficult to conclude that she took specific actions beyond this exploratory stage. While her actions may be seen as betrayal to HYBE, they do not constitute a breach of trust against Ador."

The court also noted, "Given the imminent shareholder meeting and the difficulty for Min Hee-jin to seek remedies through a main lawsuit, and considering the irreparable harm she would suffer by losing the opportunity to perform her duties as an Ador director, the necessity to prohibit HYBE from exercising its voting rights was demonstrated. To ensure compliance with the prohibition, a compensation amount of 20 billion KRW for any breach of this obligation by HYBE was set."

As a result, Min Hee-jin will retain her position as CEO during the Ador extraordinary shareholder meeting on the 31st. HYBE is unlikely to violate the court's ruling, given the substantial compensation penalty.

However, it is expected that two other Ador directors, apart from Min Hee-jin, will be dismissed and replaced by HYBE personnel. HYBE has been preparing to appoint C-level executives like Lee Jae-sang (CSO), Kim Joo-young (CHRO), and Lee Kyung-joon (CFO) as new Ador directors.

This situation sets the stage for an uncomfortable coexistence under one roof, with potential further conflicts. If HYBE, having secured a majority on the board, pushes for Min Hee-jin's dismissal during a subsequent board meeting, she may have to step down as CEO.

Min Hee-jin could file a civil lawsuit against HYBE for breach of the shareholder agreement, leading to extended legal disputes.

Thus, unless a dramatic compromise is reached, the conflict between HYBE and Min Hee-jin is likely to escalate. However, if HYBE recognizes Min Hee-jin's leadership while ensuring checks through its directors, the prolonged conflict could be resolved.

If HYBE proceeds to dismiss Min Hee-jin and she sues, the conflict will enter a new phase, potentially impacting NewJeans' activities and HYBE's stock value due to long-term risks.

Min Hee-jin's legal representative, Sejong, stated after the court's decision, "The court recognized that HYBE's indiscriminate accusations were not valid," adding, "The materials obtained through HYBE's illegal audit were leaked without filter, and only selective personal conversations were highlighted to frame Min Hee-jin in a negative light, without supporting HYBE's claims."

Sejong emphasized, "As long as there are no grounds for Min Hee-jin's dismissal, there are no grounds for the dismissal of her inside directors either. Any attempt by HYBE to dismiss these directors without just cause will be a violation of the court's decision."

HYBE responded, "We respect the court's decision on Min Hee-jin's injunction and will not vote in favor of her dismissal at the upcoming shareholder meeting. However, we will proceed with subsequent actions within the legal framework as the court acknowledged that Min Hee-jin sought to undermine HYBE's control over Ador."

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