Posts by ItsActuallyMe

    This was reported by jeon hyeong-wa lol. Funny to imagine that MHJ herself might have received this email as well and sent it to the reporter. Petty but funny

    [Exclusive] Ji-won Park, CEO of Hive, sends an in-house email in response to the injunction.. “Please carry out your work without hesitation.”

    Hive CEO Park Ji-won sent an email to Hive executives and employees regarding the court's decision in favor of Adore CEO Min Hee-jin.

    On the 30th, Hive CEO Park Ji-won sent an internal notice email with the title “To all Hive members.” CEO Park Ji-won said, “You may have already heard the news through the press board, but today a decision was made to ban shareholders from exercising their voting rights regarding the dismissal of Adore’s CEO. “The company will comply with the court’s orders,” he wrote.

    CEO Park Ji-won said, “However, in this decision, the court said, ‘CEO Min Hee-jin weakened Hive’s control over Adore by either leaving the scope of Hive’s control with New Genes or pressuring Hive to sell the shares of Adore held by Hive. “It is clear that CEO Min Hee-jin sought a way to independently control Adore, so we plan to initiate follow-up procedures within the framework of the law.”

    This is in line with the official position distributed by Hive that day.

    CEO Park Ji-won said, “We will carry out the best measures the company can as planned to ensure that the hard work of our members, who have trusted the company and are doing their best in their respective positions, is not in vain. “We ask our members not to worry and to work unwaveringly.”

    He added, “We will do our best to ensure that the value of the IP and work achievements that our members have worked hard to achieve are not damaged.”

    Just a thought, but I wonder if its possible that Hybe creates a co-CEO position for Ador. Not sure if Hybe would have the power to do that at the general shareholder meeting, or if it's something only MHJ can do. It does seem possible though that Hybe could for example increase the directors on the board to 10. Could even keep the current directors then but add 7 hybe loyalists in that case. The only issue you could run here is if those hybe directors prevent MHJ from taking certain actions that she could accuse them of obstruction of business. We'll find out tomorrow how awkward things will become.

    so they're not appealing and are going ahead with the criminal/civil complaint?

    follow-up procedures within the bounds of the law could mean an appeal too. Their lawyers along with Park Ji-won/Bang Pd will have to first see what the options are with this verdict. Park Ji-won earlier today was also for a 2nd time questioned by the police about the complaint so they might focus on that for now. If the police for example decide to stop the investigation then an appeal of the injunction will be useless

    Hive side “Respect the court’s decision… Min Hee-jin’s search for independence will definitely lead to follow-up procedures” [Official]

    On the afternoon of the 30th, Hive announced, “Out of respect for the court’s judgment, we will not exercise our voting rights in favor of the ‘dismissal of executive director Min Hee-jin’ at this extraordinary general meeting.”

    However, “In this decision, the court ruled that ‘CEO Hee-jin Min took Newgenes out of the scope of Hive’s control or pressured Hive to sell Adore’s shares held by Hive, thus weakening Hive’s control over Adore. “It is clear that Min Hee-jin was seeking a way to independently control Adore, so we plan to take follow-up procedures within the bounds of the law in the future,” he added.

    This is Sejong Law Firm, representing Adore CEO Min Hee-jin.

    On April 22, 2024, Hive requested Adore to convene an extraordinary general meeting of shareholders regarding the dismissal of CEO and executive director Min Hee-jin, and the above-mentioned extraordinary general meeting of shareholders will be held tomorrow (May 31, 2024, 9 o'clock). . However, this was in violation of the shareholder agreement concluded between CEO Min Hee-jin and Hive, and accordingly, on May 7, 2024, CEO Min Hee-jin was prohibited from exercising voting rights against Hive on the 'removal of CEO Min Hee-jin and executive director'. An application for a provisional disposition to prohibit the exercise of voting rights was filed (Seoul Central District Court 2024 Kahap 20635 Case).

    The 50th Civil Affairs Division of the Seoul Central District Court decided to accept the above application for provisional injunction on the afternoon of May 30, 2024. As a result, Hive will not be able to exercise its voting rights in favor of the 'dismissal of executive director Min Hee-jin' at Adore's extraordinary general shareholders' meeting to be held on May 31, 2024. If Hive exercises voting rights contrary to the injunction decision, it must compensate CEO Min Hee-jin with an indirect enforcement fee of 20 billion won.

    From the time the application for provisional injunction was received on May 7, 2024, until just before the decision, Hive's litigation representative submitted extensive documents on as many as 11 occasions, and Representative Min Hee-jin also submitted written documents on 9 occasions, refutating all of them. Today, the court carefully examined both sides' claims and upheld Representative Min's request for a preliminary injunction. The court judged that all of Hive's witch-hunting claims, which were indiscriminately spread through the media, were incorrect.

    The key issue in this case is ① the shareholder agreement signed between CEO Min Hee-jin and Hive, which stipulates that “Hive must exercise its voting rights so that Min Hee-jin can maintain her position as CEO and executive director of Adore for 5 years.” The questions were whether the voting rights binding agreement could be enforced on Hive, and ② whether CEO Min Hee-jin had grounds for dismissal or resignation as a director.

    It is natural that the voting rights binding agreement must be kept as it is an agreement between the parties, but Hive even denied such a clear agreement between the parties. However, the court did not accept Hive's argument because the language of the contract between shareholders was clear.

    In relation to whether CEO Min Hee-jin had grounds for dismissal or resignation as a director, the court rejected Hive's argument even though all KakaoTalk conversations that Hive had leaked to the media were presented to the court. As such, Hive was unable to prove the reason for CEO Min Hee-jin's dismissal and resignation as director, which is the core reason why this application for injunction was accepted.

    Since the illegal audit of Hive began on April 22, 2024, the data obtained through this illegal audit has been leaked without filtering. However, if combined with malicious intent, only some Kakao Talk Saddams that could lead to a witch hunt against CEO Min Hee-jin appeared, and no evidence was found to support Hive's claims.

    While this trial was in progress, maliciously edited private conversations between third parties were indiscriminately distributed to the media, and even now, some YouTubers and bloggers are infringing on the privacy of CEO Min and Adore members by interpreting the edited KakaoTalk as they wish. , is defaming. We plan to take action, including filing a complaint, so we ask that you immediately delete the currently posted video.

    In addition, Hive hopes to respect the court's decision to injunction. If Hive takes action to exclude CEO Min Hee-jin from the position of CEO and executive director contrary to the injunction decision, this will be a direct violation of the contract between shareholders. In addition, since there is no reason for CEO Hee-jin Min to be dismissed as a director, there is no reason for CEO Hee-jin Min's two inside directors to be dismissed as directors, so if Hive dismisses the above directors, it is not respecting the court's decision and dismissing them without justifiable reason. Let me make it clear.

    thank you

    I was thinking about this yesterday, but MHJ's shareholder contract being considered a "slave contract" funnily enough could keep Hybe subjegated to MHJ as well. The 5 year guaranteed term included in it might not come close to the unspecified duration of the non-competitive clause, but as we see now makes it so difficuct for Hybe to fire her. The clauses literally make both of them stuck with each other for now.

    So the main gest of the ruling seems to be:

    MHJ might have acted treacherously and caused damages towards Hybe, but it is not proven that this was the case towards Ador.

    If MHJ would have been fired by Hybe the consequeunces would be that severe (could not regain her position only claim compensation) that the court believes it's better to wait until a more comprehensive investigation comes to a judgement.

    While the court can see that MHJ held clear intentions to weaken Hybe's control over Ador and NewJeans, and pressure them to sell shares in Ador, they didn't see any clear evidence yet that she actually acted on these intentions.

    The intentions versus actions bit is basically what caused Hybe to lose the injunction.

    Do you think Bang PD is crazy enough to pay the fine just to fire her?

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    No. They'll have to pay that fine to MHJ. Besides the reputational damages that will further cause, MHJ can additionally sue hybe for wrongful termination so she could receive compensation for that as well. And then there's still her put option that only goes away if Hybe's breach of trust case is proven by the police.

    The court determined that Hive had a contractual obligation not to exercise voting rights by dismissing CEO Min at the general shareholders' meeting, unless there was a reason for dismissal or resignation for CEO Min, based on the interpretation of the shareholder agreement signed between the two parties. .

    At the same time, the court said, "Whether there is a reason for CEO Min's dismissal or resignation needs to be determined through a thorough examination of the evidence in the case and a thorough review, and based on the claims and materials submitted to date, there is no reason for dismissal or resignation claimed by Hive. The reason for the citation was stated, “It is judged that this has not been sufficiently explained.”

    In addition, the court said, "In this case, as the general shareholders' meeting is imminent, it is difficult for CEO Min to receive relief through a lawsuit on the merits, and the loss of CEO Min's loss of the opportunity to perform his duties as an Adore director for the remaining period of time is an ex post facto monetary compensation." “Considering that it is a loss that is difficult to recover, it is judged that the need to ban Hive from exercising its voting rights through a provisional injunction prior to the ruling on the main case has also been demonstrated,” he added.

    However, the court ruled, "CEO Min weakened Hive's control over Adore by leaving the scope of Hive's control with Newgenes or by pressuring Hive to sell Adore's shares held by Hive, and CEO Min independently controlled Adore. “It is clear that they were looking for a way to dominate,” he said.

    However, the court said, "However, it is difficult to see that it has progressed beyond the stage of finding such a method to concrete implementation actions, and although such actions of CEO Min may be treacherous toward Hive, it is not a breach of trust toward Adore." “It is difficult to say that it will happen,” he pointed out.

    법원, 하이브 '민희진 해임' 의결권 행사 금지 가처분 인용
    민희진 어도어 대표이사가 하이브를 상대로 임시주주총회에서 자신의 해임 안건을 의결하는 것을 금지해달라며 낸 가처분 신청이 법원에서 인용됐다. 서울중앙지법 민사50부는 30일 민 대표가 주식회사 하이브를 상대로 낸 의

    Little bit more detailed statement from the court:

    The court said, “The reason for CEO Min’s dismissal or resignation as claimed by Hive has not been sufficiently explained,” adding, “Representative Min’s actions may be treacherous toward Hive, but it is difficult to say that they are a breach of trust toward Adore.” I judged.

    [Breaking News] Court cites Min Hee-jin’s request for injunction... Retains position as CEO of Adore

    The court upheld a lawsuit filed by Adore CEO Min Hee-jin against Hive for a temporary injunction banning the exercise of voting rights. Hive was unable to vote on the dismissal of CEO Min at the extraordinary general meeting of shareholders. CEO Min is expected to remain as CEO of Adore.

    On the 30th, Civil Settlement Division 50 of the Seoul Central District Court (Presiding Judge Sang-Hoon Kim) filed a provisional injunction lawsuit against Hive filed by Adore CEO Min Hee-jin against Hive, saying, “Based on the claims and materials submitted to date, there is no reason for Hive’s (CEO Min) dismissal. “I believe the reason for his resignation was not sufficiently explained,” he said. “Representative Min’s actions may be treacherous toward Hive, but it is difficult to say that they are a breach of trust toward Adore

    According to the court's decision, Hive cannot exercise its voting rights on the dismissal of CEO Min at the Adore extraordinary general meeting of shareholders scheduled for the 31st. Adore's shares are 80% owned by Hive, 18% by Min Hee-jin, and 2% by employees, and it is highly likely that CEO Min will remain as CEO of Adore.

    [속보]법원, 민희진 가처분 신청 인용···어도어 대표직 유지
    법원이 민희진 어도어 대표가 하이브를 상대로 제기한 의결권 행사 금지 가처분 소송을 인용했다. 하이브는 임시 주주총회에서 민 대표 해임안을 의결할 수 없게 됐다. 민 대표는 어도어 대표이사직을 유지할 것으로 보인다.

    The court probably finalized all documents today for the decision and will likely announce the ruling early tomorrow in Korea. Will then be less than a day left for both parties to prepare for the general shareholder meeting. Though I imagine each party has already drafted their statements for the different outcomes of the injunction.

    So it was YT and not HYBE?!

    Hybe released a statement about it yesterday

    Official Hybe statement about this just came out:

    Below is the full Hive admission statement.

    Hive does not set an age limit when uploading music videos to YouTube. YouTube classifies content as age-restricted according to its own standards. We have requested a response from YouTube's headquarters along with confirming the exact facts to determine what criteria the viewing age was restricted to.

    What does this really mean?

    That Bang PD gave MHJ Hybe shares in November 2021 (after Ador was created). She was able to acquire the shares way below market value back then. The problem minority shareholders see with this is that an executive was able to get Hybe stock which was at its peak back then for a very small amount of money and then just a month later make a big profit from it. They naturally don't think that's fair and the financial industry sees it as executives helping each other enrich themselves. This is on a relatively small scale, but if it was done on a larger scale it can influence the stock price quite a bit, which negatively impacts minority shareholders.

    Also interesting that MHJ still holds quite a bit of her Hybe shares. Those 6,200 shares right now are worth about 1.24 billion won (912k US Dollars).

    [Exclusive] Min Hee-jin, CEO of Hive, cashed out his stock purchase within 15 days and made a market profit of 100 billion won. Coupled with the issue of the Adore put option contract, minority shareholders felt frustrated.

    Sisa Journal captured another suspicious transaction while covering the Hive management dispute. In November 2021 , it was confirmed that Chairman Bang Si-hyuk provided Hive stocks worth 2.9 billion won to Min Hee-jin in the process of recruiting CEO Min Hee-jin . According to the Financial Supervisory Service's electronic disclosure, CEO Min was not on the list of Hive shareholders until the end of October 2022 . However, on November 1 , it was newly added to the shareholder list by reporting 4,720 shares of voting stock and 3,500 other shares (total of 8,220 shares). At the time , Hive's stock price was 348,000 won , slightly less than twice its current price. Including CEO Min’s stocks, it amounts to 2.9 billion won. However, the funds invested by Representative Min at the time were only 637 million won. In terms of stocks, the price is 77,500 won per share, which is only 23 % of the market price .

    Hive's position is that there is no problem. The company provided employee stock shares and stock compensation, and CEO Min purchased the remaining stocks on the market. However, CEO Min sold 1,000 shares of stock he purchased on the market in mid-November and December 8, 2022 , respectively. Through this transaction, CEO Min earned 760 million won . The invested funds were recovered within 15 days and an additional 120 million won in cash was collected . Nevertheless, she still owns 6,200 shares of Hive stock. It is expected that moral controversy will inevitably arise as a result

    하이브 경영진 '진흙탕 싸움' 이면의 '쩐의 전쟁'
    민희진 대표, 하이브 주식 매입 신고 보름 만에 현금화해 시세차익 1000억원 어도어 풋옵션 계약 이슈와 맞물리면서 소액주주들 허탈감 하이브 창업자인 방시혁 이사회 의장과 산하 레이블인 어도어 민희진 대표의 갈등이