Everything and Anything

[KBS] Min Hee-jin Demanded Unilateral Authority as CEO to Terminate NewJeans' Contracts; HYBE Rejected the Request news.kbs.co.kr/news/mobile/v… Amid the ongoing dispute between HYBE and ADOR CEO Min Hee-jin, it has emerged that Min's side requested the authority to terminate NewJeans' exclusive contracts solely through the CEO, without having to go through ADOR's board of directors. According to industry sources on the 2nd, the law firm representing Min reportedly sent HYBE a proposed amendment to the shareholders' agreement in February of this year, containing this request. This came after the two sides had been engaged in negotiations late last year over issues such as a 30-times multiplier for the put option and extending put-option coverage to an additional 5% of shares. From the perspective of a music agency, exclusive artist contracts can be considered a core asset necessary for the company's operations. For this reason, major entertainment companies generally require board approval for exclusive artist contracts. BTS and BLACKPINK, for example, have publicly announced the completion of their contract agreements through statements such as "the board of directors has completed its resolution approving the renewal of the exclusive contracts" (BTS), or "the board of directors has completed its resolution on the signing of the group's exclusive contracts." However, if Min's side had its way, NewJeans' exclusive contracts could be terminated solely at Min's discretion, without any involvement from ADOR's board or HYBE. Under the existing shareholders' agreement, the termination of an artist's exclusive contract reportedly requires board approval, just as it does at other entertainment companies. HYBE reportedly considered the proposal unreasonable and responded by rejecting it. ADOR's board of directors currently consists of three members: Min herself, her close associate and vice president Shin, and director Kim. All three hold voting rights, meaning Min effectively controls the board. However, under the current arrangement, if such a move were detected, HYBE—which owns 80% of ADOR's shares—could convene an extraordinary shareholders' meeting and replace ADOR's board members to prevent its artists from leaving the company. If Min had been granted unilateral authority to terminate exclusive contracts, HYBE would effectively have had no way to prevent its artists (NewJeans) from leaving. This is particularly significant because NewJeans is ADOR's only artist group. If NewJeans terminated their contracts, the company would be left with nothing but its staff. HYBE reportedly suspects that Min's request is consistent with a conversation record disclosed in the interim findings of its audit on the 25th of the previous month, which included the statement: "ADOR becomes an empty shell." According to the interim audit findings at the time, an associate of Min proposed the following possible steps: - Exercise the put option and exit on January 2, 2025. ADOR becomes an empty shell. - Find financial investors. - Encourage HYBE to sell ADOR. - Sell ADOR at an appropriate price. - Min becomes ADOR's CEO again and uses the money cashed out from the put option to acquire shares in ADOR. Min's side rejected this interpretation, stating: "These were requests intended to address unreasonable interference during NewJeans' debut process and to ensure the independent operation of the label." They also drew a clear distinction between these requests and what has been described as the "attempted management-control takeover" allegations. According to Min's side, during an in-person meeting with CEO Park Ji-won on January 25, Min requested that decisions concerning important agreements—including the selection of external service providers and exclusive artist contracts—be placed under the authority of the CEO. Then, on February 16 of the following month, Min and ADOR submitted a revised version of the shareholders' agreement to HYBE, incorporating their requested changes. Min's side stated: "HYBE recently released KakaoTalk messages from the vice president, claiming that they demonstrate an attempted takeover of management control. However, those KakaoTalk messages date back to April 4. Even according to HYBE's own claims, the timing does not match, nor are they related to the matters being discussed here." In fact, Min's side has consistently maintained that the proposals contained in those KakaoTalk messages were merely informal, private discussions. They added: "This once again demonstrates how HYBE is distorting and selectively editing the facts to wage a public opinion campaign. If HYBE intends to continue disclosing the contents of our shareholders' agreement negotiations in this manner, we propose that negotiations be resumed." Earlier, at a press conference on the 25th of the previous month, Min stated: "I have no interest in seizing management control. I genuinely don't even understand this whole idea of a management-control takeover." She added: "Of course, when it comes to NewJeans, I want to be working together with the members."