In a move that was always coming at some point, former ADOR CEO Min Hee Jin has taken legal action to be put back in power at ADOR. In a bit of surprise, rather than an injunction to prevent her from being dismissed as CEO, she’s actually suing to be reappointed as director first and then CEO
Today, former CEO Min Hee Jin filed an application for injunction to convene an extraordinary general meeting of shareholders and reappoint Min Hee Jin as an inside director of ADOR with the Seoul Central District Court. We would like to explain why we applied for an injunction to appoint her as director and CEO instead of an injunction to suspend the dismissal of the CEO.
The dismissal of former CEO Min Hee Jin is a violation of the shareholders’ agreement and contradicts the court’s decision to prohibit the exercise of voting rights. We were preparing an injunction to contest the validity of the CEO’s dismissal. However, considering the need for an extraordinary general meeting of shareholders to reappoint [Min Hee Jin as] ADOR’s director by November 2, 2024 and the court’s review period for the injunction, we applied for an injunction to reappoint former CEO Min Hee Jin as a director of ADOR and then appoint her as CEO.
Unsurprisingly, the case is essentially going to be about whether HYBE invalidating her shareholders’ agreement was a valid move.
Former CEO Min Hee Jin is guaranteed a five-year term as CEO and inside director of ADOR under the shareholders’ agreement. This fact has already been clearly recognized by the Seoul Central District Court’s decision to prohibit the exercise of voting rights. Nevertheless, HYBE unilaterally dismissed former CEO Min Hee Jin for the same reasons as before. This is a direct violation of the still-valid shareholders’ agreement and the court’s injunction decision to guarantee the CEO’s term.
On November 2, 2024, the three-year term of former CEO Min Hee Jin as an inside director of ADOR will expire. HYBE is unilaterally claiming that the shareholders’ agreement has been terminated without any basis although there are less than two months left in former CEO Min Hee Jin’s term as an inside director. It is evident that HYBE will not reappoint former CEO Min Hee Jin as an inside director under these circumstances.
Therefore, we inevitably applied for an injunction to convene an extraordinary general meeting of shareholders before the expiration of former CEO Min Hee Jin’s term as an inside director and to exercise voting rights in favor of the “Reappointment of Min Hee Jin as an Inside Director.”
I think it was reasonable to be skeptical about her legal standing before the initial injunction ruling was made, but that judge seemed pretty insistent that HYBE gave her a rock solid shareholders’ agreement, and that ruling can be used as precedent here I’m pretty sure. Not sure if they found a workaround for that sense, but we’ll see. I’m sure you can find other amateur lawyers claiming to know 100% how this is gonna turn out, but we can simply wait for the result instead.
