Ah my bad - she didn’t step down really - HYBE kicked her out and terminated her
Credit Reddit user thetari
This article breaks down about the contract between Hybe and Min Heejin in details so I will put the rough translations of it over here.
As usual, I'm using Google Translate, cross-checked with Papago.
Hybe, Min Hee-jin's shareholder contract terminated
It has been confirmed that the shareholder agreement that Hybe signed with the former Ador CEO, Min Heejin has already been terminated. The basis for guaranteeing former CEO Min's position as CEO and financial compensation has disappeared.
According to the Financial Supervisory Service's electronic disclosure system on the 27th, Hybe terminated the shareholder contract with former CEO Min and others. In relation to this, it revealed in its semi-annual report that it had filed a lawsuit for confirmation of termination of the shareholder contract. Considering the timing of the filing of the lawsuit for confirmation, it is estimated that the contract termination took place around July.
The core contents of the shareholder agreement between Hybe and CEO Min are two things: term guarantee and put option (stock sale request right). Unless the contract is terminated, Hybe had to exercise voting rights at the Ador shareholders' meeting so that former CEO Min could maintain her position as CEO and inside director of Ador until November 2026. In addition, former CEO Min could request that Hybe purchase 75% of the Ador stocks that she owned.
However with the termination of the shareholder agreement, the mechanism that could guarantee former CEO Min's status as a director has disappeared. In order to become a CEO, one must first obtain the status of director, and this is because Hybe no longer needs to exercise its voting rights at Ador shareholders' meeting to appoint CEO Min as a director.
According to Article 385 of the Commercial Act, etc., directors can be dismissed at any time by a special resolution of the shareholder's meeting. In this case, the quorum is at least two-thirds of the shareholders present and at least one-third of the total number of issued shares. This means that Hybe, the largest shareholder with 80% of Ador shares, can single-handedly handle the dismissal of former CEO Min from the position of director through the Ador shareholders' meeting.
In May, Hybe attempted to dismiss former CEO Min through Ador shareholders' meeting, but the court ruled in favor of the injunction against the exercise of voting rights filed by former CEO Min, which failed. This was because the court interpreted the term guarantee clause in the shareholder agreement as a clause that forced the use of voting rights. However, the situation changed when the shareholder agreement was terminated. This is because Hybe was able to exercise its voting rights in relation to former CEO Min's future.
It is observed that the put option that was attached to the shareholders' agreement has also been extinguished. The exercise price of the put option held by former CEO Min was the value of applying a multiple of 13 times the average of the operating profit of the two years prior to Ador. This is the background to former CEO Min's statement at a press conference last April that "even if you do nothing, you will earn 100 billion won."
Ador was launched in 2021 as a wholly owned subsidiary of Hybe with full investment. Hybe granted stock options (stock purchase rights) to CEO Min as compensation. At the time of Ador's establishment, former CEO Min was not a shareholder of Ador, so a shareholder agreement could not be established.
The shareholder agreement between Hybe and former CEO Min was signed in 2023, about two years after the establishment of Ador. Instead of retrieving existing stock options as a measure to expand compensation, Hybe transferred Ador old shares equivalent to 20% of the total number of issued shares to CEO Min at face value. It is said that the acquisition price for the old shares was lent in full by Hybe Chairman Bang Sihyuk. For former CEO Min, a professional manager, it was a 'zero risk, full return' structure that allowed her to expect around 100 billion won without spending a single penny. However, as the dispute with Hybe intensified, the put option itself was extinguished.
In addition, Hybe also filed a 'Confirmation of Termination of Shareholder Agreement' with the court last July, with former CEO Min as the defendant. Normally, the effect of termination of a contract occurs when the notice of termination reaches the other party. The other party who received the notice can file a 'Suspension of the Effect of Contract Termination Notice' injunction to assert the unfairness of the termination.
However, in this case, the plaintiff, Hybe, took the lead by filing a declaratory suit to confirm the legality of termination through the court before the defendant. Since the declaratory suit is a main suit, it is interpreted that it will be difficult for former CEO Min to counter with a provisional injunction card seeking a temporary measure. In the end, it seems that the proper termination of the contract will be determined in the main suit that examines the substantive truth, not in the provisional measure (preservation measure) that emphasizes urgency, speed, and the need for preservation.
Meanwhile, Ador's board of directors held a meeting on the same day and dismissed CEO Min Heejin from her position. As a result, former CEO Min will only have the position of an inside director and not the CEO of Ador, and it is expected that she will be in charge of producing works related to Newjeans.