”10 billion yen → 300 million yen” CEO Min Hee-jin leaves empty-handed due to breach of shareholder contract?

The affair between HYBE and its subsidiary label ADOR's CEO Min Hee-jin, which began with allegations of "seizing management rights," has now emerged as a new point of contention: whether or not Min Hee-jin violated the "shareholder agreement."
If this is proven, Min will likely leave ADOR empty-handed. According to the music industry on the 1st (today), the shareholder agreement between HYBE and Min states,
In the event of a breach of the contract, HYBE will have the right (call option) to purchase all of the shares.
The contract stipulates that the purchase price per share will be the lesser of the face value per share and 70% of the fair value.
As per the current rules, Min will be able to exercise the foot option for up to 100 billion won (approximately 10 billion yen).
However, the situation will change depending on whether the "breach of trust" charge is handed down. If the breach of trust charge is found, HYBE will be forced to sell its shares at the par value of 5,000 won (approximately 5 million yen) plus CEO Min's stake (5
The new company will be able to buy 73,610 shares for 2.8658 billion won (US$2.86 million). Combined with the 2% stake held by management, the total is estimated to be 3.2 billion won (US$3.2 million).
On the 25th of last month, CEO Min held a press conference and said, "Even if I stay still, I will earn 100 billion won (about 10 billion yen)."
The amount was reduced to 2.8 billion won (approximately 280 million yen). In addition, when Min bought 18% of ADOR's shares, he borrowed 2 billion won (approximately 200 million yen) from HYBE's chairman Bang Si Hyuk.
If he pays back the money, he will leave empty-handed. The key is whether or not CEO Min violated the shareholder agreement. There are rumors in the industry that he may be accused of breaching the contract, including breach of trust.
However, the two sides are expected to intensify their battles to determine whether they are guilty of breach of trust or breach of confidentiality.
Many people believe that the actions on the surface are difficult to see as breach of trust. This is because breach of trust does not constitute a "preparatory crime." However, if evidence of initiation is secured, even a failed plan can be considered as attempted breach of trust.
In relation to this, former judge of the Family Court, lawyer Lee Hyung-gon, recently wrote on his SNS, "The claim of usurpation of management rights is a legally meaningless claim. ADOR's management
Legally, it is Min Heejin. Did Min Heejin try to take control of HYBE? If I may say so, she tried to take control of ADOR independently, but is that a crime?
Regarding the claim that he brought his family in to increase his stock holdings, he also claimed, "Apart from whether he carried out the plan or not, I don't understand how that constitutes breach of trust."
However, HYBE's position is different. HYBE previously reported to the police on the 25th that CEO Min and ADOR's vice-CEO Shin were arrested for work.
He accused the company of embezzlement, saying, "The legal review has already been completed, which found that there is sufficient evidence of embezzlement. Numerous other illegal acts have also been discovered, and measures will be taken against those as well."
HYBE also stated, "We will not respond to every single attempt to seize management rights through compensation disputes and a war of attrition that seeks to reduce the illegal attempt to seize management rights through retaliation frames. This case is an ADO
"The audit results have revealed that Min's side has already revealed a meticulously planned mandate to seize control of R, and that the whistleblowing that Min claims to have done is part of that plan," the company said.
"Min is using artists (such as NewJeans) as tools to express public opinion, and is forgetting the principles he should have as a creator. At the same time, he is also causing a national fatigue,"
The conflict between HYBE and CEO Min is entangled in various issues and shows no signs of ending. CEO Min's side stated in a statement on April 30th in Seoul
At a hearing for the application for permission to convene an extraordinary general meeting of shareholders held at the Western District Court, it was revealed that the board of directors will convene meetings until the 10th of this month and that extraordinary general meetings of shareholders will be held until the end of the month.