South Korea’s court granted ADOR CEO Min Hee-jin’s request for a preliminary injunction to block HYBE from voting at the extraordinary general meeting of shareholders. As a result, Min will retain her seat but will be an isolated figure, as all other board members are expected to be HYBE executives.
On May 30, the Seoul Central District Court granted Min’s request for a preliminary injunction against HYBE to prevent it from exercising its voting rights. Min filed an injunction on May 7 to stop HYBE from voting in favor of her removal, which was on the agenda at ADOR’s extraordinary general meeting on May 31.
The court noted that “Min and HYBE entered into a shareholders’ agreement in March 2023, which is interpreted as restricting HYBE from exercising its voting rights to remove Min unless she has grounds for removal.” The court concluded that HYBE must prove that Min has grounds for removal, which it has failed to do.
Regarding the control dispute, the court found that “it is clear that Min was exploring ways to gain independent control of ADOR,” but “it is difficult to say that she went beyond the exploration stage to the implementation stage. While Min’s actions may constitute treacherous behavior toward HYBE, it is difficult to see how they constitute treachery toward ADOR.”
ADOR is NewJeans’ agency and a label in which HYBE owns an 80% stake. HYBE has been pushing to replace the current ADOR management team, including Min, citing “suspicion of a management takeover.” However, the preliminary injunction will only allow the company to replace the board of directors, excluding Min.
HYBE will hold an extraordinary shareholders’ meeting to remove Min’s company directors, Shin and Kim, and appoint new HYBE executives, including CHRO Kim Ju-young, CSO Lee Jae-sang, and CFO Lee Kyung-jun. This will give HYBE a three-to-one voting majority and control of the board of directors over Min. While Min will continue to run ADOR, the board of directors will make the company’s major decisions.
HYBE drew the line at paying 20 billion won in compensation and removing Min instead of breaking the voting ban. It sees no benefit in breaking the ban because it can control the board.
HYBE has also filed a criminal complaint against Min with law enforcement authorities, accusing her of professional misconduct. Regardless of the outcome of the injunction, Min’s removal is believed to be only a matter of time.
“As the court stated in its decision, ‘it is clear that Min Hee-jin sought to weaken HYBE’s control over ADOR by taking NewJeans out of HYBE’s control or pressuring HYBE to sell its stake in ADOR, and that Min could control ADOR independently,’ HYBE plans to pursue further proceedings within the framework of the law,” said HYBE.
