As the positions of Hybe and former Ador CEO Min Hee-jin sharply diverge regarding the termination of their shareholders' agreement, the lawsuit is expected to prolong.
On the 12th, the 31st Civil Division of the Seoul Central District Court (Chief Judge Nam In-soo) held the third hearing for the lawsuit filed by Hybe against former CEO Min regarding the confirmation of the termination of the shareholders' agreement. On this day, the court also concurrently reviewed the lawsuit filed by Min and two others against Hybe regarding the claim for the payment of stock sale proceeds related to the exercise of the put option.
First, on this day, Min's attorney raised issues regarding the evidence submitted by Hybe. He pointed out that “some of the contents included are not recognized as evidence” regarding the use of private KakaoTalk messages and personal emails. In response, Hybe argued, “The evidence was accepted after the last hearing and has already undergone evidence examination.”
Hybe stated, “The plaintiff's goal is the growth and development of Ador. However, it has become difficult for Min Hee-jin to achieve that goal,” and expressed concerns that “Min Hee-jin has coerced the parents of the members and made them issue statements through detailed instructions.”
They continued, “It seems that the defendants' time has stopped since the injunction application last May. We cannot continue working with someone with whom the trust relationship has been destroyed, which is why we terminated the contract in July,” and argued, “The plaintiffs claim that the termination is difficult, but that is not the situation.”
Last May, the court granted an injunction against Hybe regarding the dismissal of Min as CEO of Ador.
Hybe asserted, “Min Hee-jin was a person for whom her own interests were more important than New Jeans. We will prove this through the evidence we present in the future.”
The key point from Hybe on this day was the “taking away of New Jeans by Min Hee-jin.” Hybe claimed, “(Min Hee-jin) planned to take New Jeans away and even executed it. If that were not the case, she could simply explain that the evidence we are submitting is not true. The evidence we submit is just to prevent it from being disclosed,” emphasizing, “Min Hee-jin clearly took (New Jeans) away.”
In response, Min's side argued, “The point at which the termination of the shareholders' agreement becomes an issue is July 8. There was an injunction in May before that, and the Tokyo Dome performance proceeded without any problems. After the termination in August, Min Hee-jin was dismissed, and the exercise of the put option was also in November. New Jeans also declared the termination of the exclusive contract in November. Hybe is claiming ‘taking away New Jeans’ based on events that happened much later,” and stated, “The members of (New Jeans) must declare the termination for ‘taking away’ to be established. It does not make sense to claim that the shareholders' agreement was terminated citing a legal reason of ‘taking away.’”
They added, “We have sufficiently rebutted the evidence that Hybe claims through press releases. We believe there is no need to argue about more sensational content than usual.”
Hybe applied for one witness before the next hearing. Min's side did not apply for any witnesses.
The next hearing, which will proceed with witness examination, is scheduled for September 11.
Previously, Hybe announced in its semi-annual report last year that “Hybe has entered into a shareholders' agreement that grants a put option on a portion of the non-controlling interest of 20% related to its investment in Ador. However, the consolidated company terminated the shareholders' agreement with some shareholders after the end of the reporting period (July).”
The “some shareholders” mentioned here refers to Min, and Hybe filed a lawsuit in court to confirm the termination of the shareholders' agreement related to this.
Meanwhile, 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 that Min made with Hybe. According to the contract, when exercising the put option, Min can receive an amount from Hybe equal to 75% of her ownership in Ador multiplied by 13 times the average operating profit of the previous two years of Ador.
The basis for the calculation of the put option that Min notified Hybe is said to be for the years 2022-2023. At that time, Ador, which Min was leading, 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 seems to have resulted from New Jeans debuting in July of that year.
According to the audit report of Ador released in April last year, Min was reported to hold 573,160 shares, which is 18% of all Ador shares. Based on this, Min could receive about 26 billion won.
In this regard, Hybe pointed out, “Ador paid Min 2.7 billion won in salary last year. In the meantime, (Min) carried out the taking away of New Jeans, which lowered the corporate value of Ador. However, they judged the value of their ownership in Ador based on the value when they were there (including New Jeans),” and stated, “Since Min exercised the call option that is executed in case of a breach of contract, (Min's) exercise of the put option is not possible.”
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 management of Ador led by Min, citing reasons such as management rights theft and breach of trust. Min countered that the plagiarism of the New Jeans concept by the group under Hybe's label is the core of the conflict.
Ultimately, Hybe dismissed Min from her position as CEO on August 27 of last year.
[Ji Seung-hoon, Star Today Reporter]
