A hearing date for the lawsuit filed by HYBE against former Adore CEO Min Hee-jin regarding the confirmation of the termination of the shareholders' agreement and the put option lawsuit will be held.
The 31st Civil Division of the Seoul Central District Court (Chief Judge Nam In-soo) will hold the first hearing for the put option exercise-related stock sale price claim lawsuit filed by Min Hee-jin and two others against HYBE on the afternoon of the 12th.
The two sides agreed to concurrently hear the confirmation lawsuit for the termination of the shareholders' agreement and the put option lawsuit during the second hearing held in April.
Previously, HYBE announced in its semi-annual report last year that "HYBE has entered into a shareholders' agreement granting a put option on a portion of the 20% non-controlling interest related to Adore's equity investment. However, the consolidated company terminated the shareholders' agreement with some shareholders after the end of the reporting period (July)."
The "some shareholders" mentioned here refer to former CEO Min, and HYBE filed a lawsuit in court to confirm the termination of the shareholders' agreement related to this.
In response, Min's legal representative stated in a statement, "A shareholders' agreement cannot be unilaterally terminated by either party unless the parties agree or the other party breaches the contract," and "Contracts must be upheld, and no contract can be terminated simply by declaring a unilateral termination."
He emphasized, "Min Hee-jin has not violated the shareholders' agreement, which has also been confirmed through the court's provisional decision," adding, "Therefore, HYBE has no right to terminate the shareholders' agreement, and HYBE's notice of termination of the shareholders' agreement has no effect."
Additionally, Min Hee-jin notified HYBE of the exercise of the put option in November last year. This put option is a key element of the shareholders' agreement Min Hee-jin entered into with HYBE. According to the agreement, when exercising the put option, Min Hee-jin can receive an amount from HYBE equal to 75% of her ownership stake in Adore, multiplied by 13 times the average operating profit of the previous two years.
The calculation basis for the put option that Min Hee-jin notified HYBE is reported to be for the years 2022-2023. At that time, Adore, which Min Hee-jin led, recorded an operating loss of 4 billion won in 2022 and an operating profit of 33.5 billion won in 2023. The loss in 2022 is believed to be due to New Jeans debuting in July of that year.
According to the audit report of Adore released in April last year, Min Hee-jin is reported to hold 573,160 shares, which is 18% of all Adore shares. Based on this, Min Hee-jin could receive approximately 26 billion won.
In addition to Min Hee-jin, former Adore Vice President Shin and former Director Kim are also reported to have notified HYBE of the exercise of the put option.
Since April last year, Min Hee-jin has been engaged in a legal battle with HYBE, maintaining a sharp stance. At that time, HYBE initiated an audit against the Adore management led by Min Hee-jin, citing reasons such as management rights theft and breach of trust. Min Hee-jin countered that the core of the conflict was the alleged plagiarism of the New Jeans concept by a group under HYBE's label.
Ultimately, HYBE dismissed Min Hee-jin from her position as CEO on August 27 of last year.
[Ji Seung-hoon, Star Today Reporter]
