The injunction of Min Heejin seeking to reclaim her CEO position at ADOR was dismissed by the Seoul Central District Court. The court determined that HYBE cannot instruct ADOR’s board to reappoint Min, as directors must act independently. This ruling underscores issues around the directive clause and confirms ADOR’s autonomy from HYBE.
Court Dismisses Min Heejin Injunction Request for Reappointment
The Seoul Central District Court dismissed an injunction request filed by former ADOR CEO Min Heejin, who sought reappointment after being removed due to an alleged attempt to seize management control. Min requested that HYBE direct three ADOR board members to support her reinstatement as CEO. However, the court found her request legally invalid.
Min Heejin Argument and the Directive Clause Dispute in Injunction
Min argued that, even though HYBE restructured ADOR’s board, HYBE could instruct the newly appointed directors to vote for her reappointment, citing a directive clause. This clause, typically part of shareholder agreements, allows certain shareholders to direct board members on specific decisions. Min contended that, under this clause, HYBE should have the authority to instruct ADOR directors to reinstate her. HYBE, however, countered that ADOR’s board operates independently, and its members are not obligated to follow such instructions.
Court’s Position on ADOR’s Board Independence and Rejection of Min Heejin Injunction
The court ruled that ADOR’s directors are expected to make independent decisions and are not legally bound to follow HYBE’s instructions regarding management appointments. Even if HYBE directed the board members to reappoint Min, the court explained, directors could lawfully exercise their own judgment. Therefore, the court concluded that Min’s injunction had no legal standing and dismissed it as procedurally flawed.
Conflicting Outcomes Based on ADOR’s Independence
Previously, HYBE had attempted to dismiss Min as ADOR’s CEO during a shareholder meeting, but the court temporarily blocked this attempt, citing ADOR’s operational independence from HYBE. In August, HYBE restructured the ADOR board and appointed Kim Ju-young as CEO, prompting Min to file a new injunction. Ironically, her argument for HYBE’s authority over ADOR’s board now contradicted the logic that led to the first injunction’s success, ultimately resulting in the court’s rejection of her latest request.
Legal Uncertainty Surrounding Directive Clause and Potential Future Disputes
The court expressed doubts about whether the directive clause aligns with core corporate governance principles. It suggested that a full trial should examine this matter. With this ruling, HYBE achieved a legal victory. However, further disputes loom, particularly concerning Min’s put option worth an estimated ₩100 billion. The directive clause and HYBE’s board restructuring highlight ADOR’s distinct corporate status. These factors underscore the complex nature of the ongoing legal conflict.
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MHJ is causing problems not just with HYBE but with the image of Korea and K pop. Those of us who don’t live in Korea can’t understand the craziness. K pop helped the world respect the talent and creative power found in Korea but this mess has the opposite effect. I for one am tired and the positive image I had of the country is beginning to fade
After seeing how harsh, judgemental and conservative Korean society and K-Netizens can be, I’m also losing a lot of the positive image I had from the country. They led many artists to SUICIDE just based on accusations without proof. That’s absurd.
Not to mention that K-netizens are easily manipulated into making a big deal of non-issues.
Min Heejin is beautiful, hot and attractive, so I think it gives her the right to do things that less attractive people shouldn’t do.
I don’t understand Korean laws, but Min Heejin is considered by many to be a criminal. The woman who ruined the reputation of New Jeans. She failed in her duties as a director. Caused huge harm to the company.