STATEMENT of HYBE Law Firm & Min Heejin Law Firm (Patreon)

https://m.entertain.naver.com/article/312/0000664556

The court ruled in favor of Min Hee-jin in the dispute between ADOR CEO Min Hee-jin and parent company HYBE. HYBE responded, "We respect the court's judgment and plan to initiate follow-up procedures within the bounds of the law." Min's side countered, "HYBE failed to prove the reason for Representative Min's dismissal."

On the 30th, HYBE stated, "We respect the court's judgment regarding the provisional injunction lawsuit filed by CEO Min Hee-jin and will not exercise our voting rights in favor of the 'dismissal of executive director Min Hee-jin' at this extraordinary general meeting."

HYBE added, "We believe the court acknowledged that CEO Min Hee-jin weakened HYBE's control over ADOR by either excluding NewJeans from HYBE's control or pressuring HYBE to sell its shares in ADOR. It is clear that CEO Min sought to independently control ADOR, so we plan to initiate follow-up procedures within the bounds of the law."

Min Hee-jin's legal representative, Sejong Law Firm, stated, "HYBE requested ADOR to convene an extraordinary general meeting of shareholders regarding the dismissal of CEO and executive director Min Hee-jin, which will be held at 9 a.m. on the 31st. However, this violates the shareholder agreement between CEO Min and HYBE. The 50th Civil Affairs Division of the Seoul Central District Court ruled in favor of Min Hee-jin against HYBE regarding the proposed dismissal."

"As a result, HYBE will not be able to exercise its voting rights in favor of the 'dismissal of executive director Min Hee-jin' at ADOR's extraordinary general shareholders' meeting on the 31st," Sejong Law Firm continued. "If HYBE exercises its voting rights against the provisional injunction decision, it must compensate CEO Min Hee-jin with an indirect coercion fee of 20 billion won."

On this day, the 50th Civil Agreement Division of the Seoul Central District Court (Chief Judge Sang-Hoon Kim) cited Min's application for a provisional injunction to prohibit HYBE from exercising its voting rights.

The court stated, "The reason for CEO Min's dismissal or resignation, as claimed by HYBE, has not been sufficiently explained. CEO Min’s actions may seem treacherous toward HYBE, but it is difficult to say they constitute a breach of trust toward ADOR."

This indicates a stricter legal judgment on breach of trust. While breach of trust requires proof of actual damage to the company, the legal community believes that although CEO Min planned to betray HYBE, no actual damage resulted.

HYBE's response included, "In respect of the court's judgment regarding the provisional injunction lawsuit filed by CEO Min Hee-jin, our company will not exercise its voting rights in favor of the 'dismissal of executive director Min Hee-jin' at this extraordinary shareholders' meeting. Furthermore, we believe the court recognized that CEO Min Hee-jin weakened HYBE's control over ADOR by either excluding NewJeans from HYBE's control or pressuring HYBE to sell its shares in ADOR. Therefore, we plan to initiate follow-up procedures within the bounds of the law."

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Sejong Law Firm, representing ADOR CEO Min Hee-jin

On April 22, 2024, HYBE requested ADOR to convene an extraordinary general meeting of shareholders to discuss the dismissal of CEO and executive director Min Hee-jin. This meeting is scheduled for tomorrow, May 31, 2024, at 9 a.m. However, this request violated the shareholder agreement between CEO Min Hee-jin and HYBE. Consequently, on May 7, 2024, CEO Min Hee-jin filed an application for a provisional injunction to prohibit HYBE from exercising its voting rights on the 'removal of CEO Min Hee-jin and executive director' (Seoul Central District Court Case 2024 Kahap 20635).

On the afternoon of May 30, 2024, the 50th Civil Affairs Division of the Seoul Central District Court decided to grant this application for a provisional injunction. As a result, HYBE will not be able to exercise its voting rights in favor of the 'dismissal of executive director Min Hee-jin' at ADOR's extraordinary general shareholders' meeting on May 31, 2024. If HYBE exercises voting rights contrary to the injunction decision, it must compensate CEO Min Hee-jin with an indirect enforcement fee of 20 billion won.

From the time the provisional injunction application was filed on May 7, 2024, until just before the decision, HYBE's legal representatives submitted extensive documents on 11 occasions. Representative Min Hee-jin also submitted documents on 9 occasions, refuting all of HYBE's claims. Today, the court carefully examined both sides' arguments and upheld Representative Min's request for a preliminary injunction. The court determined that HYBE's accusations, which were spread through the media, were unfounded.

The key issues in this case were:

• The shareholder agreement between CEO Min Hee-jin and HYBE, which stipulates that "HYBE must exercise its voting rights so that Min Hee-jin can maintain her position as CEO and executive director of ADOR for 5 years." The question was whether this voting rights binding agreement could be enforced on HYBE.

• Whether CEO Min Hee-jin had valid grounds for dismissal or resignation as a director.

The court concluded that the voting rights binding agreement must be upheld, as it is a clear agreement between the parties. HYBE's denial of this agreement was not accepted by the court due to the clear language of the contract.

Regarding whether CEO Min Hee-jin had grounds for dismissal or resignation as a director, the court rejected HYBE's arguments, despite the presentation of all KakaoTalk conversations that HYBE had leaked to the media. HYBE failed to prove the reason for CEO Min Hee-jin's dismissal and resignation as a director, which is the core reason why the injunction was granted.

Since HYBE's illegal audit began on April 22, 2024, the data obtained through this audit has been leaked without filtering. Only selective KakaoTalk conversations, edited with malicious intent to create a witch hunt against CEO Min Hee-jin, were presented. No evidence supporting HYBE's claims was found.

During this trial, private conversations were maliciously edited and distributed to the media. Some YouTubers and bloggers are violating the privacy of CEO Min and ADOR members by interpreting these edited KakaoTalk messages as they wish, causing defamation. We plan to take legal action, including filing complaints, and we request the immediate deletion of the currently posted videos.

Furthermore, HYBE is expected to respect the court's injunction decision. Any action by HYBE to exclude CEO Min Hee-jin from her position as CEO and executive director, contrary to the injunction, will be a direct violation of the shareholder agreement. Additionally, there is no valid reason for CEO Min Hee-jin's dismissal as a director. Therefore, dismissing her or her two inside directors without justifiable cause will not respect the court's decision.

Thank you.