Min Hee-jin, the former ADOR CEO who is in conflict with HYBE, testified that she first requested a shareholders' agreement and that a lawyer handled all the detailed revisions afterward, including raising the multiple on the put option (the right to sell back equity at a set price). HYBE and Min also sharply clashed over the core issue of the shareholders' agreement, the "noncompete clause."
The Seoul Central District Court Civil Division 31 (Presiding Judge Nam In-su) on the 27th conducted a defendant examination of Min in the suit filed by HYBE seeking confirmation of termination of the shareholders' agreement. HYBE determined that Min tried to privatize NewJeans and ADOR and terminated the shareholders' agreement, while Min argues there was no breach of contract at all and that exercising the put option was justified.
At the hearing, testimony emerged that the shareholders' agreement, over which the two sides are at odds, was executed at Min's request. Min said, "I was tired of hearing that other affiliate presidents were keeping me in check and ostracizing me," and explained, "I always work thinking it is my company, so I asked to adopt a shareholders' agreement so I could have a sense of ownership. I said I would also do a boy group, so create incentives and let's execute a shareholders' agreement."
However, Min indicated that she did not scrutinize the contents of the shareholders' agreement closely. She said, "I never imagined they would insert a noncompete clause that would tie my hands and a slave contract," and added, "At the time, I thought the HYBE CEO would never deceive me."
A noncompete clause is an agreement that prohibits a worker from joining a company in a competitive relationship or engaging in the same line of business for a certain period after leaving. HYBE set the noncompete period through Nov. 2026. Min raised issues with the noncompete clause and proposed that HYBE revise the shareholders' agreement.
HYBE views Min as having revised the contractual clauses in her favor and sees this as a kind of groundwork to seize management control. In the course of revising the contract, Min's side sought to raise the put option multiple from the existing 13 times to 30 times and requested authority that HYBE had held, such as entering into and renewing exclusive contracts with artists.
When asked, "Did you propose raising the shareholders' agreement multiple from 13 times of operating profit to 30 times?" Min answered, "The lawyer did." When asked, "Without the defendant's (Min Hee-jin's) consent?" she said, "Surprisingly, yes. I didn't want to bother with deal relationships, so the lawyer…"
When HYBE asked, "Are you saying you gave the lawyer a comprehensive delegation?" she said, "Yes. Even if they talked to me, I was busy and didn't really know, so I told them to just tell me the result." Regarding the authority to enter into and renew exclusive artist contracts, she also said, "I had no idea at all."
They also differed on the noncompete clause. HYBE claimed that during the negotiations at the time, it proposed setting the noncompete period to one year from the end of employment, and that Min's side responded in a way that aligned with what they wanted, so the matter had already been settled.
Min said, "No. If the noncompete had been lifted, it would have led to a different discussion, but it remained an unresolved task, and the CEO at the time did not give a clear answer."