MHJ's duty of loyalty was to Ador, not Hybe. She had zero duty of loyalty to Hybe other then them as a majority shareholder.
As I said before and again and again and again... Her main fiduciary duty and duty of loyalty to Hybe is them being shareholders of Ador and maximising the profitability of Ador for the shareholders pecuniary benefit.
WHAT OTHER PLANS? Seriously people keep on trotting OTHER FUCKING PLANS OUT... WHAT FUCKING PLANS? I've addressed every SINGLE possible plan AND NONE OF THEM FUCKING WORK!
Someone give me ANOTHER PLAN! Blackmailing them? I hinted in my post reply to icy that might be one. Guess what happens... JAIL! What other plans exist? NONE! At least none that can work. I'd already quoted the extant allegations and addressed them all.
Please for the love of god, why are you people accepting Hybes word for it? Why? When it's stupider than fuck.
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I'm still waiting for an explanation of how the other plans would work... To this day NOONE has told me what the other plans were.
HOW? HERE again are the damn accusations THAT HYBE LEVELLED AT MHJ.
HYBE and ADOR CEO Min Hee-jin's NewJeans feud is ongoing. Here's a timeline to the battle between the K-pop giant and music executive.
www.billboard.com
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“The evidence included detailed discussions that Min has ordered the ADOR management to find ways to pressure HYBE into ultimately selling ADOR’s shares,” the statement continued. “One of the audited parties submitted information assets to seize the management of ADOR and to attempt to contact external investors. The auditee also admitted to creating the documents to attack HYBE.
SHE WAS ALREADY THE FUCKING CEO OF ADOR! THAT IS THE MANAGEMENT OF ADOR!
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"Pressure Hybe into ultimately selling ADOR's shares"?
Step 1: MHJ tells Hybe she has people who want to buy Ador at a profit
Step 2: Hybe gets a massive payday after 2 years only spending 15m
Guess what? MHJ the CEO of Ador has a FIDUCIARY DUTY TO DO THIS BECAUSE EVERYONE PROFITS MASSIVELY! IT'S NOT A BREACH OF LOYALTY, BREACH OF DUTY OR ANY OF THE BREACHES OF FAITH!
Alternative plan
Step 1: MHJ tells Hybe to sell their Ador shares or she says means things about them
Step 4: Fucking retards believe THAT THIS WAS A FUCKING PLAN????????????
What the fuck leverage does she have?
Blackmail material?
That is called blackmail, and you go to jail for that.
It is a stupid as shit accusation the only fuckers who would believe this level of retardation would be K-Drama fuckfaces and oxygen thieves.
People accuse me of being patronizing and condescending? Of course I will be if you're asking me to forget over 20 years of working in the field of finance to believe that giant load of utter horse shit.
And then on top of that I have to explain this to you people countless fucking times and yet you still don't get it? Instead you say "but she tried to steal it!" even though I'd explained it was nonsense already.
None of these Megathreads would be a thing, and MHDHH would have already released their first full album and be on a world tour right now, if BSH treated them like the Golden Goose they are and not the ugly duckling he obviously expected them to become.
I don't knowwhy we type so many paragraphs trying to rationalize and over complicate something simple.
This a typical tale of an arrogant man with power thinking his "dog" is biting the hand that feeds it.
He loathed MHJ for rejecting all of his input for NewJeans (thank God), absolutely expected them to underperform and certainly not compare to the all-star group he put together, and then became enraged by her proof of concept in establishing the NewJeans brand being validated in the most emphatic way possible.
Man just couldn't take the L. So now we ALL take Ls as K-Pop fans.
tl;dr FUCK HYBE
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Personally I think it was even more than that, BSH is flush with cash, saw MHJ and thought he could buy her off and sideline her so as to not actually be a real threat against Hybe.
He'd dump her in Ador and she'd never amount to much with the toy he gave her. I mean $15m USD to take out a competitor by buying them off? Bargain. Unfortunately Ador succeeded.
But the the accusations was not about a normal "hostile take over" but more that MHJ was not loyal and had other plans to increase her own power and control and find other means to force Hybe to give up their control of the company.
Duty of loyalty is a director's responsibility to act at all times in the best interests of their company.
www.investopedia.com
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What Is Duty of Loyalty?
Duty of loyalty is a person's responsibility to act at all times in the best interests of their company. The duty of loyalty is one of the two primary fiduciary duties required to be discharged by a company's directors, the other being the duty of care.
The duty of loyalty requires a director to be completely loyal to the company at all times. It also imposes the responsibility to avoid possible conflicts of interest, thereby precluding a director from self-dealing or taking advantage of a corporate opportunity for personal gain.
The duty of loyalty is a legal obligation requiring individuals, particularly corporate officers and directors, to act in the best interests of their organization. This duty involves not usurping corporate opportunities, avoiding personal interests in transactions, and keeping the corporation's information confidential. Individuals like corporate officers, partners, and employees owe a duty of loyalty by presenting beneficial business opportunities to the company instead of pursuing personal gain. The duty of loyalty is enforced through corporate governance mechanisms, and breaches can result in legal actions, restitution, and reputational damage. While the duty of loyalty generally cannot be waived, certain aspects may be addressed through disclosures and consent in specific situations.
MHJ's duty of loyalty was to Ador, not Hybe. She had zero duty of loyalty to Hybe other then them as a majority shareholder.
As I said before and again and again and again... Her main fiduciary duty and duty of loyalty to Hybe is them being shareholders of Ador and maximising the profitability of Ador for the shareholders pecuniary benefit.
WHAT OTHER PLANS? Seriously people keep on trotting OTHER FUCKING PLANS OUT... WHAT FUCKING PLANS? I've addressed every SINGLE possible plan AND NONE OF THEM FUCKING WORK!
Someone give me ANOTHER PLAN! Blackmailing them? I hinted in my post reply to icy that might be one. Guess what happens... JAIL! What other plans exist? NONE! At least none that can work. I'd already quoted the extant allegations and addressed them all.
Please for the love of god, why are you people accepting Hybes word for it? Why? When it's stupider than fuck.
IFRS, IAS and GAAP handle howyou do accounting, it does really have to do much about who controlls a company because that is more about the law. And GAAP is for US companies, you use IFRS or GAAP, Korean companies use a Korean version of IFRS what I can see when I look it up, as most non-US contries do.
Remember IFRS is the rules of how you do financial reports right? And how you do the accounting is under GAAP and IAS... this in turn will determine how you structure the company because you have to follow those rules... Do you understand now?
So now we know that Ador a privately held company was structured under international regulations recognized under pretty much all international jurisdictions.
Now under IFRS, IAS and/or GAAP rules how does a hostile takeover of a privately held company work? How does that happen? Come on I'm sure you can get there... Can you do it? Is it possible?
How do you hostile takeover a privately held company? By what legal, hell or even illegal mechanisms could it occur?
Well the chain of causation and every compounding action since then has imo been one of vindictiveness followed by maliciousness and vengeance by Hybe. I find zero redeeming actions by them and believe that the Newjeans actions are entirely understandable from the perspective of trying to protect themselves from such a company willing to engage in such actions.
Brands deals and concepts and ideas are very much shared between groups in a company all the time and this doesn’t directly lead to some group flopping over the other.
Ador at the time wasn't another group in the company, it was an entirely separate legal entity. It was not just another division it was a different company in toto.
As I said before the CEO of Ador had a fiduciary duty to stop the cannibalisation of the market share that she had created from a rival company.
As you can clearly see Profit/Sale as a percentage shows how the revenue vs profits figures shows you how profitable the label was.
Remember this is the total of 2023, so early 2024. This would have absolutely alarmed Bang and the other labels.
BTS are quite old no? So they're going to be aging out or etc in time. I believe the other boy bands under the group of labels still have to do their military service and so on. Yet Ador has paid back all debt and is in the red in under two years and they only have one rookie band under them. This kind of success makes them absolutely a threat to everyone else.
You see what happens is that in internal accounting "Hybe" the main umbrella company charges services to all the other sub labels, PR services, accounting, CD/DVD/Vinyl printing, office space rental and so on and so forth. Ador can afford it and still have a ton of cash to pay out as dividends and even more profit to expand and grow. Belift, Pledis, Source Music, Koz etc... Don't. Their margins as you can see are razor thin or even running at a loss. Now imagine if you will this trend continues for the next decade, how important will Ador become to Hybe vs the other labels? Do you see what I'm driving at here? They could even eventually come up with enough power to threaten Big Hit and BSH himself, remember the NJ band is what? 2 years into their contract, whereas how old is BTS now? Kpop is an industry that thrives on youth.
BSH has only 31% direct ownership of shares of Hybe, if other major shareholders decided to listen to MHJ instead of him... He could be voted down on significant issues in the board and effectively sidelined.
If I was a Hybe senior exec I'd be planning a way to take MHJ out early ASAP.
I firmly believe MHJ's claims of plagiarism from Belift labs against Newjeans, does it meet the bar of legal plagiarism? I don't think so. But as part of an internal company fight it's pretty clear to see that Kim Tae-Ho had access to Adors planning materials as COO of Hybe and then passed them onto Belift Labs in his role as President of Belift Labs.
MHJ as the CEO of Ador was absolutely correct in raising a stink about this because of the attempted cannibalisation of the market share that Newjeans had carved out for itself.
Actually if she didn't raise this as a complaint she would have been found in breach of her duties as CEO of Ador.
I'd argue the leaked planning materials would be, should be prima facie evidence of the way Hybe was attempting to devalue Ador and Newjeans by cannibalising their market share to benefit Belift Labs.
It is now a requirement to disclose corporate governance issues for all companies listed on the KRX and for the disclosures to be in English too. To quote
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Corporate governance disclosure was voluntary when it was first introduced in Korea by the Korea Exchange (KRX) in 2017. In 2019, it became mandatory for KOSPI-listed companies with total assets of KRW2 trillion or more, and in 2022, the scope of companies subject to mandatory filing was expanded to KOSPI-listed companies with total assets of KRW1 trillion or more
Under Korean law, conglomerates with assets of 5 trillion won ($3.65 billion) or larger are designated as “large corporations” required to disclose details on their intra-affiliate transactions, their ownership structure and key information about their unlisted affiliates.
Since HYBE was listed on the stock market in 2020, the firm has only had to disclose its own business reports and balance sheets, in compliance with the Commercial Act and the Capital Markets Act.
However, it now needs to disclose important information about its unlisted affiliates as well.
The Financial Services Commission announced that from January 1, 2024, large KOSPI-listed companies will begin to provide English disclosures on material information within three business days from filing disclosures in Korean with the KRX. This is the first phase of the mandatory English disclosure requirement being implemented as part of the comprehensive measures to improve foreign investors’ access to Korean capital markets announced in January this year.
According to this plan, English disclosures on material information will become mandatory for KOSPI-listed companies in two phases (1st phase from 2024 to 2025 and 2nd phase expected from after 2026) starting with large listed firms. A variety of support programs to promote an expansion of English disclosures will also be made available.
As Hybe is now considered a large conglomerate under KRX rules therefore as I showed this is now all a mandatory requirement for Hybe
I have checked on all these sites and cannot find a single disclosure of information about an attempted fraud, hostile takeover or anything at all. Not even a mention of a police investigation. This would be considered material information for investors and MUST be disclosed to the public as soon as possible under KRX rules because Hybe is a listed company, even if it were just "There is now a police investigation into the activities of one of our subsidiary CEO's."
What did I find? Zilch, Nada, Zip, Nothing. If you can find something that I missed, if ANYONE can find something that I missed, then I'm more than happy to be corrected on the issue.
We are 500% in my playground right now. I'm ready, willing, able and eagerly waiting.
I asked what IFRS and GAAP had to do with this, youdon'tanswer so sound you mostly just like to throw fancy words around.
This is why IFRS, IAS and GAAP have a role to play in this.
For someone who is supposedly a subject matter expert you should have seen this... But that you didn't tells me exactly how much of an SME you are.
I didn't answer you then because you're NOT actually worth replying to and with your levels of motivated reasoning (Hah! As if there's any reasoning going on there) your inevitably mendacious and facetious replies would just annoy me so I stopped replying to you ages ago.
They might not give NJs the best resources or promo, but they won't say no to money
MHJ wanted to poach NJs and take all the girls with her
They only wanted to get rid of MHJ, it is because MHJ dragged the girls together with her which is whyHybe started being more hostile towards MHJ
If MHJ just left things would have ended and they could probably work out a proper solution with the girls after
The crazies will then come and talk about how MHJ is one with the girls and how she is the goddess chosen one that is protecting the girls, and how IVE is flopping
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I fundamentally disagree with your position.
The accusations as leveled by Hybe againt Min Hee-jin are simply not possible.
Lets backtrack here. The original accusatioins by Hybe.
1. She was looking for foreign investors to buy ador
HYBE and ADOR CEO Min Hee-jin's NewJeans feud is ongoing. Here's a timeline to the battle between the K-pop giant and music executive.
www.billboard.com
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On April 22, HYBE revealed that it was formally launching an audit of its label subsidiary ADOR and asking its CEO, Min Hee-jin, to step down.
At the time, HYBE’s statement didn’t specify the reasons for its audit, though rumors quickly spread that it might have something to do with Min’s 18% stake in ADOR. While refusing to elaborate on the reasons behind the audit, HYBE confirmed to Billboard that it “invoked the right to audit CEO Min Hee-Jin and top executives of its subsidiary label ADOR,” and that it “called them to summon a shareholder meeting and sent an official letter to ask CEO Min to step down.”
In an exclusive interview with South Korean outlet Naver on April 22, Min claimed that the crux of the dispute revolved around “controversy over plagiarism between subsidiaries.” The NewJeans creative director pointed out that shortly after the debut of ILLIT, HYBE’s latest five-member girl group under its BELIFT LAB subsidiary, fans remarked on the group’s similarities to NewJeans — particularly its concept, styling and choreography.
In another interview with Korean outlet Sports Ilgan on April 23, Min fired back against rumors that she was trying to break ADOR away from HYBE or trying to sway outside investors to help her go independent with her 18% stake in the company.
On April 25, HYBE announced it would be reporting Min Hee-jin to the police “for a breach of trust and other related allegations today,” per a statement obtained by Billboard. In the statement, HYBE alleged it found evidence through its audit of ADOR that Min “deliberately led the plan to take over management control of the subsidiary.”
“The evidence included detailed discussions that Min has ordered the ADOR management to find ways to pressure HYBE into ultimately selling ADOR’s shares,” the statement continued. “One of the audited parties submitted information assets to seize the management of ADOR and to attempt to contact external investors. The auditee also admitted to creating the documents to attack HYBE.
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So the speculation from the press was always about the ownership. Only on the 25th did Hybe formally accuse MHJ of trying to steal Ador out from under Hybe by "find ways to pressure Hybe to sell Adors Shares".
Under IFRS, IAAS and GAAP rules which South Korea follows, Ador is a structured as a PRIVATELY OWNED independent subsidiary of Hybe, with an 80% ownership stake under Hybe, 18% ownership by MHJ and 2% spread out among various directors of Ador.
The only pressure that would force Hybe to sell the shares would be fiduciary responsibility. As in if the Hybe board were offered SO much money it would be irresponsible for them to say no to the offer. That is it. P.S. As MHJ was the CEO of Ador, this would not actually be a breach of trust to the shareholders, it would actually be her fiduciary duty to bring such a compelling financial offer to the board.
But lets imagine she found some other kind of "pressure". Guess what the Hybe shareholders can say in response. "No."
What happens next? There's not much in the world where you can FORCE someone to sell something that belongs to them. A hostile takeover only works when you can buy the shares on the open market, get more than 51% of the shares, trigger a board chairman removal vote and then vote to force the sale of the remaining 49% of the shares to take the company private.
Problem 1. The company is PRIVATELY OWNED, you can't buy the other 51-18 = 33% of the shares on the open market because they never IPO'd, there is no market by which you can buy the shares.
Problem 2. The Hybe board itself would have to vote to sell the 31-33% of the shares to trigger a hostile takeover. The Hybe board itself would have to be in breach of their own fiduciary duty to vote like this. The only way to pressure them is to have either so much money they all say yes happily or have SO much blackmail material on major Hybe directors & C-Suite that they do vote your way but that wouldn't work because then major shareholders like the National Pension Service of Korea with a 7% stake would be truly pissed off at this and throw out a major lawsuit asking wtf is going on... So again blackmail is just a fail option and the lots of money option is a win option for everyone.
So at the end of the day the accusation by Hybe doesn't make sense.
This is not Queen of Tears, or some other insipid K-Drama, South Korea follows International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and Generally Accepted Accounting Practices (GAAP) rules. Things don't work this way. The accusation is impossible.
Some people ahve previously replied to me "Well of course the plan is dumb MHJ is a creative she doesn't know how this stuff works." Yet.
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On the day of MHJ's green sweatshirt press conference.
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이숙미
네 이숙미 변호사입니다. 저는 이제 경영권 분쟁 이런 것들 주로 하는 변호사에요. 그, 하이브에서 '임시 주총 열어라' 라고 레터가 날아왔기 때문에 저희가 들여다 봤구요. 첨에 기사 보고 놀랐던 게 경영권을 찬탈하려고 한다, 하이브가 80% 지분권자인데 어떻게? 불가능하고, 상상조차도 20% 지분권자로서는, 그러니까 18%죠? 이거는 아예 시도조차도 할 수 없는 것인데 예. 그런 거를 기사화하는 것에 대해서 조금 놀랐고요.
그리고 아까 말씀드렸던 그런 메모 막 이런 것들 얘기하잖아요. 제가 이혼에 그런 이제 비유를 했는데, 사실 잘 살아보려고 막 이렇게 실갱이를 할 때, '아 씨 갈라서 나갈 거야' 이런 것이 과연 어떤 예비나 모의나 이런 게 될 수 있을까, 거의 그런 생각이에요. 약간 그런 정도로, 아까 그 메모장도, 어떻게 남편을 잘 협박해 가지고 잘 살게 만들어 보지? 이런 약간의 그 정도, 아주 시초에 그 그것도 다른 사람 생각. 이거 민 대표님의 생각도 전혀 아니죠.
In English
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Lee Sook-mi:
Yes, I’m Attorney Lee Sook-mi. I primarily handle corporate disputes. When HYBE sent a letter requesting an emergency shareholders' meeting, we looked into it. I was surprised to see reports suggesting a takeover attempt. HYBE holds 80% ownership, making this not only impossible but unimaginable with a mere 18% share.
The notes and messages—like comparing it to a divorce where someone says, "I’ll leave"—can hardly count as actual planning or preparation.
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Video Time code of this quote is at 2 hours 9 minutes and 24 Seconds in.
My point is, even MHJ and her lawyers have said it was impossible the only people actually saying it is possible are Hybe. Why are you believing Hybe? It makes literally zero sense.
Doesn't ithac still have some ownership over Taylor Swift's masters
Nope they sold them in 2019 to Shamrock holdings the family office of the Disney family (A family office is an investment bank that works only for ONE family in this case the Disney family). For 400m or so, a profit of around 250m roughtly, but here's the problem Taylor did the whole Taylors version later right? MASSIVELY devaluing those masters, despite Scooters promises. The Disneys are PISSED at him to say the least like mega fucking turbo pissed at him.
Youdon't fuck over the house of the mouse that way.
Going by their accounts, it's not the only label that'll become a burden...
I'm still laughing at how Scooter managed to scam a cool bill out of Hybe for his shell of a company Ithaca Holdings, like literally what talent do they have under contract? It's all B and C listers. No way are they even remotely worth a cool bill, they don't have any masters, no A listers... fuck all.
also for those interested the "pinyin" the english sounding and writing words in Chinese differ from the mainland to HK to Taiwan to places like Singapore (where icy is from) and Malaysia
Pinyin doesn't differ between Mainland China, Malaysia, Singapore, and Taiwan, pinyin is a fairly standardised romanisation of mandarin Chinese exceot fir Taiwan where they use Tongyong Pinyin not Hanyu Pinyin which is what is used everywhere else except Hong Kong.
What is different between the countries and cities is that Mainland China, Singapore and Malaysia use simplified Chinese characters and speak "standard" Mandarin and romanizes with Hanyu Pinyin.
Taiwan and Hong Kong use Traditional Chinese characters but Taiwan speaks Mandarin primarily, with a significant Hokkien and Hakka population and romanizes using Tongyong Pinyin.
Whereas Hong Kong speaks Cantonese primarily, uses traditional Chinese characters and romanizes primarily using the Wade-Giles system of romanization, not pinyin, since of course the PRC took HK over in 1997 they have been slowly changing this over to their system.
Mother ****ing over 1,400 negative, defamatory articles from the same media outlets and writers, all confirmed beneficiaries of the HYBE Lapdog Golf and Entertainment Package, and people in here talking about both sides bad.
GTFO
I'm fine with a "both HYBE and MHJ have done bad things" argument, even if I believe HYBE has been demonstrably more vile and vicious towards MHDHH, but I will not sit quietly and watch some ignorant nonsense like the MEDIA PLAY is equivalent on both sides be argued.
And I'm petty. It's not too late to have an IVE week.
Despite South Korea being ranked as boasting Asia’s most free press, onesurvey found public trust in its traditional media fell from 60% to 42% from 2014 to 2019. But laziness and carelessness are not the only problems. So why do South Koreans have such low levels of trust in domestic news?
“The reasons are clear,” the Korea Press Foundation said in a 2019 report, noting that only 21% of respondents feel the media adequately covers powerful entities. One leading newsroom, it added, “decided not to print a report about misconduct of a large corporation, leading to protests by young reporters”.
The public share such concerns. The survey of attitudes towards the press also found that when forming an opinion of a company, respondents said journalists were the least credible sources of information. By way of example, in the recent book Samsung Rising, Geoffrey Cain writes about howthe JoongAng Ilbo daily newspaper was founded by Samsung in 1965 to give the company “a way of defending itself against political attack”. Samsung and the paper separated in 1999 but, Cain said via email, “Samsung still looms large in the day-to-day coverage of the company. It’s common to find friendly Samsung stories in the JoongAng newspapers.”
This is the legacy of South Korean authoritarianism. Park Chung-hee muzzled criticism of the government during the 1970s. Chun Doo-hwantookeven more control in the 1980s with the Basic Press Law, taking over news agencies, banning provincial correspondents and ordering journalists fired. Chun’s daily “press guidelines” included instructions to label anti-government protests “pro-communist”.
No one trusts the press in South Korea anymore, your average South Korean thinks they're all just PR mouthpieces for the big companies.
Which really isn't that far from the truth.
Now which is more likely to happen, occams razor time. "of two competing theories, the simpler explanation of an entity is to be preferred."
Hybe a large multinational media and entertainment corporation worth 5bn USD with family connections to government is trying to control the media narrative OR 5 teenaged girls are secretly controlling journalism in SK through... how?
AND THAT... JESUS CHRIST ON A STICK I can see the jaggies on EVERY single fucking character, who did this shit? What resolution is the original upload file? 640p? LOL
Dude I've only got a 3060 GPU, an AMD 5600X and a dummies guide to After Effects here and even I could do a better anti-aliasing job then this moron.
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