Additional Portions of Former ADOR CEO Min Hee-jin’s ⌜Decision Not to Refer to Prosecution for Charges of Occupational Breach of Trust⌟ Released
A) [Redacted]’s Joining Big Hit and Changes to the First Girl Group Debut Promise
After suspect Min Hee-jin left SM Entertainment in 2019, it is confirmed that in January 2019, she accepted an offer from Chairman Bang S*-**** and joined Big Hit (now HYBE, then operated by CEO Bang S*-****) as CBO (Chief Brand Officer), and that at this time, promises such as ‘building Min Hee-jin’s world with Big Hit’s infrastructure + Min Hee-jin’s creativity’ and the ‘first girl group promise’ following Min Hee-jin’s joining were made.
> Footnote 5. Volume 2, P. 347, Attorney’s Opinion (Case 24-3628) attached, KakaoTalk conversation between Chairman Bang S*-**** and Min Hee-jin
However, Min Hee-jin, who was then Big Hit’s CBO, stated that among the Source Music trainees, there was no one worth selecting besides ‘Minji,’ who is now a NewJeans member, and that she held an open audition for Source Music and selected the current members of NewJeans (then N Team). Notably, the parents of the members at that time stated that they signed trainee contracts with Source Music based on the ‘first girl group promise of HYBE’s Bang S*-**** and Min Hee-jin,’ but the promise was broken when ‘LE SSERAFIM’ debuted first.
CBO Min Hee-jin at the time stated that in order to keep this promise to the NewJeans parents as much as possible and to debut them at the right time, she established ADOR (established through a physical division of Source Music) and assumed the role of CEO even with a 0% stake, and statements from the NewJeans parents corroborating this have also been confirmed.
※ Conversation on Feb. 4, 2024
During a discussion about work attitude (being unresponsive) toward [ Redacted ] immediately prior, VP Lee (name redacted) suddenly revealed hostility toward the parent company, saying that ‘the plan is to make things difficult for the parent company and for ADOR to gain freedom,’ while CEO Min Hee-jin was letting Lee (name redacted)’s words go in one ear and out the other; see the surrounding conversation (Separate Volume 1).
→ However, the complainant cited this conversation as key evidence of ‘leaving HYBE,’ and upon examining the overall conversation that followed, it is confirmed that this was not about ‘leaving HYBE’ for the purpose of ‘management takeover.’
※ Conversation on Jan. 24, 2024
– VP Lee (name redacted) hypothesized a situation where the parent company HYBE hates ADOR and could reduce ADOR’s value at the time of a future ‘EXIT,’ suggesting that they could receive external investment with the parent company’s permission and then conduct an IPO (stock listing) to prevent HYBE from interfering.
CEO Min Hee-jin dismissed this, saying ‘Thank you for thinking of all these things on my behalf,’ and regarding the hypothetical of securing friendly shares, she dismissed it saying ‘Do you think they would let that happen?’ to which Lee (name redacted) replied, ‘We would need the parent company’s consent.’
The suspects are undoubtedly ‘agents handling affairs’ for ADOR as its executives, bearing duties of care and loyalty, but they deny any intent to commit breach of trust, citing the background facts of this case. Therefore, in determining the suspects’ criminal intent, proof can only be established through circumstantial facts that have considerable relevance to intent, and whether something constitutes such circumstantial facts must be determined through a method of rationally judging the connection of facts based on normal rules of experience and through careful observation and analysis. (Supreme Court ruling dated Dec. 11, 2008, Case No. 2008Do8297)
Upon examining the overall KakaoTalk conversation data between the parties [ Redacted ] obtained through this investigation, it appears to be for the purpose of protecting the interests and achievements of ADOR, the victim, and contrary to the statements in the complainant’s audit report, ‘EXIT’ does not mean ‘EXIT’ in the sense of ‘management takeover,’ but rather hypothesizes the period after CEO Min Hee-jin completes her normal 5-year term under the shareholders’ agreement and exercises her put option.
Even if we assume that some of those conversations gave the impression of ‘wanting to escape HYBE’s sphere of control,’ as claimed in the complainant’s audit report and other arguments, as noted above, the related forensically obtained KakaoTalk conversations hypothesize ‘after the expiration of the shareholders’ agreement term,’ and moreover, the hypotheticals about ADOR’s IPO (stock listing) or selling ADOR to major shareholders all have ‘parent company approval’ as a prerequisite.
Ultimately, the complainant appears to have compiled the ‘leaving HYBE’ circumstances based on the suspects’ resentment toward the parent company, but the background of this resentment toward the parent company is confirmed to be based on: ①the breakdown of trust during the process from CEO Min Hee-jin’s joining Big Hit to NewJeans’ debut, ②distrust at the time of signing the shareholders’ agreement (false notification about call options), ③the unfairness of the shareholders’ agreement terms themselves (poison pill clauses), and additionally ④’album pushing (first-week sales manipulation) practices’ conducted within the group and ⑤raising issues about ‘copying between subsidiaries’—all rooted in deep resentment based on ‘anti-illegal practices and creative ethics’ in entertainment company management.
Therefore, it is questionable whether the resulting action (sending a protest letter about the copying issue) can generally be evaluated as an act of ‘betrayal’ against ADOR as well as the parent company.
In particular, forensically obtained conversations confirm that Vice President [ Redacted ] was internally planning to resign in February 2024, and it is also confirmed that CEO Min Hee-jin had some doubts about Vice President [ Redacted ]’s work capabilities at the time. Thus, it cannot even be confirmed whether they had joint criminal intent, and there is no other evidence to prove joint criminal intent.
