The court dismissed Min Hee-jin, former CEO of ADOR's, injunction request to be reappointed as CEO.
The Seoul Central District Court Civil Division 50 (Chief Presiding Judge Kim Sang-hoon) dismissed the injunction filed by former CEO Min against HYBE on the 29th. A dismissal is a procedure that concludes the case without substantive judgment when the claim does not meet the legal requirements.
ADOR plans to hold a board meeting on the 30th with an agenda to appoint former CEO Min as CEO. The main purpose of Min's request is that he should be reappointed as CEO at this meeting. According to the shareholder agreement signed in March last year, HYBE must instruct the three HYBE-affiliated inside directors of ADOR to approve the reappointment of the CEO.
The court ruled that the directors are not legally obligated to comply with this, so there is no benefit in the request. The court stated, "Even if HYBE instructs the directors to execute the business as requested, the directors must independently judge and decide on the approval or disapproval of the agenda in accordance with their duty of care as a good manager under the Commercial Act and Civil Act and their duty of loyalty," adding, "They are not legally obligated to follow HYBE's instructions."
Furthermore, the court noted that provisions in shareholder agreements that require directors to perform specific acts regarding their duties are called 'procure clauses,' and since these clauses contradict the basic principles of the Commercial Act, their validity is controversial, making it difficult to judge through an injunction.
Former CEO Min filed an injunction on the 13th of last month requesting the convening of an extraordinary general meeting of ADOR shareholders and the reappointment of inside directors. Before the injunction decision was made, Min was reappointed as an inside director at the ADOR extraordinary general meeting on the 17th. The term is three years starting from the 2nd of next month. HYBE has argued that the appointment of the CEO is impossible, claiming that the fundamental trust relationship with Min has been destroyed.
Min's side claims that HYBE treated him unfairly and betrayed him, citing that another label under HYBE, Belift Lab, plagiarized NewJeans during the planning stage of its own girl group ILY:1. On the other hand, HYBE counters that Min's side betrayed them by making concrete plans to take over ADOR.
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