🔗 2024-11-29 Summary of ADOR’s Reply to NewJeans’ Legal Notice (Certification of Contents)

0. Full Email Text

To Ms. Minji, Ms. Hanni, Ms. Danielle, Ms. Haerin, and Ms. Hyein,

For two weeks after receiving the Certification of Contents, I waited with the hope that I might be able to meet you in person at least once. It is with a heavy heart that I am writing this email, as we were ultimately unable to meet.

For the past 14 days, the members of ADOR have been immersed in a great sense of frustration and sadness. As the NewJeans members are our only artists, some employees even felt a sense of insecurity. However, we did not forget our duty as the agency for the NewJeans members. We examined the members’ requirements closely and prepared the responses to the request for corrective actions with genuine diligence. There were parts that were not actions taken by ADOR or were matters we could not directly address, and the time of 14 days felt somewhat insufficient. Nevertheless, I believe we did our absolute best within the given time through consultations or verifications with other companies. If you have any additional questions or requirements, please feel free to tell us at any time.

At the same time, our employees are working hard on planning the activities and the full-length album concept for next year. It is very regrettable that Ms. Hee-jin notified us a week ago of her intention that it would be difficult for her to continue with ADOR and the NewJeans members. However, our situation is too desperate to simply fall into disappointment. Although it was a short period of one week, we recalled the joyful times spent with the members and reviewed a lineup of various domestic and international producers who could draw out the members’ potential, and we are moving in a generally positive direction. Of course, our hearts remain open, so it would be better than anything else if Ms. Hee-jin could change her mind, return to ADOR, and become the producer for NewJeans. Today, at the board meeting, I was briefed on the activity plan and full-length album concept for next year that the ADOR employees created by joining forces. I have no doubt that if only the members would participate together, wonderful music that contains the members’ sincerity and highlights the members’ colors will be created.

The part that surprised me the most after receiving the Certification of Contents was the concern that the members had about whether we might neglect the members without any plan. However, HYBE CEO Lee Jae-sang also contacted me today and stated that if the members wish, they will spare no support at a global level based on the capabilities and global network of the HYBE group. As I have mentioned several times, we have been faithfully preparing for NewJeans’ activity plans for next year, and we are looking forward to having the opportunity to share this with the NewJeans members.

I sent the reply to the members via overnight express around 4:00 PM today. While I was busy today with various meetings and could not yet send the email with the reply attached, I heard the news that you would be holding a press conference at 8:30 PM this evening. I hope that the members’ misunderstandings will be resolved through our response this time. If possible, I would like to meet you face-to-face and talk. It would be good if you could think it over calmly while carrying out your schedule in Japan and let me know your schedule. I will also listen carefully to what you say at the press conference today.

Thank you.

Sincerely, Kim Ju-young, CEO of ADOR

1. Our Basic Position

ADOR and all employees of ADOR have been making their best efforts in every way possible to support the entertainment activities of our artists, who are ADOR’s precious IP and pride.

Although the artists and their parents have consistently expressed their positions regarding ADOR externally through live broadcasts, interviews, etc., it is regrettable that the opportunity to resolve misunderstandings and solve problems through dialogue and communication with us seems to have been blocked.

ADOR has strived to solve problems reasonably by gathering the opinions of the directors whenever there was a pending issue. Just because these efforts were not in the specific manner desired by the artists or did not meet subjective expectations, it cannot be called a violation of the exclusive contract.

A significant number of the issues that the artists claim to be violations of the exclusive contract relate to the words and actions of third parties, not ADOR. Among the measures requested by the artists and parents, there are those with unavoidable limitations where there is no way to force third parties to implement the matters requested by the artists as they are, such as an apology from a specific person or an agreement with a specific person. Also, there are measures that are inappropriate for the company to take in light of the purpose of the exclusive contract, which is to promote the interests and development of the artist and to cherish the honor and reputation of the artist, such as demands for legal action against third parties in situations where legal grounds and objective evidence are not clear.

Despite having explained this to the artists and parents several times in the past, it is very regrettable that this was raised as an issue again in this Certification of Contents. We hopefully wish to resolve mutual misunderstandings and solve the current situation through dialogue and consultation.

2. Explanation of Position on Each Issue and Additional Measures

A. Regarding the decision by HYBE stating “It would be fine to throw away New and start a new board,” and the request for ADOR to take all necessary measures as NewJeans’ management company

ADOR finds it very regrettable that we did not have the opportunity to sufficiently clarify the misunderstanding held by the artists regarding the phrase “Suffered for days due to the New-I-Le wording, just throw away New and start a new board,” mentioned in the monitoring document drafted by HYBE.

Regarding the meaning of the phrase mentioned in HYBE’s monitoring document, the artists viewed ‘New-I-Le’ as referring to NewJeans grouped together with ILLIT and LE SSERAFIM, female idol groups who debuted under HYBE’s subsidiary labels. Thinking that it meant ‘a plan to throw away NewJeans and start a new board,’ the artists cited this expression as strong evidence of discrimination against the artists, unfair treatment, and the loss of the relationship of trust between the parties.

Upon ADOR’s request, HYBE verified the details and provided a detailed response via email explaining that the artists’ side is misunderstanding the contents of the report. This included the point that the phrase in question was content written in the LE SSERAFIM section around May 2023, and since it was before the airing of , the audition program determining the debut members of ILLIT, the ‘I’ (Ah) in ‘New-I-Le’ could never refer to ILLIT.

We were also informed that at the time, some media outlets and communities grouped the three groups—’NewJeans, a certain group from another label, and LE SSERAFIM’—as ‘New-I-Le’ and referred to them as ‘representatives of 4th generation girl groups.’ In the process of comparing music chart rankings among the three groups, LE SSERAFIM received a lot of negative feedback. Therefore, the writer proposed a personal idea that for LE SSERAFIM, rather than being grouped under the name ‘New-I-Le’ and compared with the other two artists, it would be better to position themselves with other female idol groups that had achieved one million initial sales at the time and build an independent path.

In fact, looking at the situation after May 2023 when the report was written, the artists enjoyed the most successful activities, including releasing albums under the full support of HYBE as well as ADOR, and successfully conducted a fan meeting at Tokyo Dome even after the change in ADOR’s board of directors this year.

In other words, the meaning of ‘Throw away New’ above is the writer’s idea that LE SSERAFIM should ‘throw away’ the categorization that compares them with ‘NewJeans,’ who have already achieved great success, and create their own separate territory; it is absolutely not an intention that HYBE would discard the artists. HYBE also clearly confirmed the fact that they did not decide or instruct as the artists misunderstood, and conveyed that strictly speaking, there is no reason for HYBE, the largest shareholder of ADOR, to decide and instruct to discard ADOR’s only artists.

Nevertheless, the company fully understands the artists’ feelings of surprise and displeasure upon encountering the expression. Accordingly, after the report was disclosed at the National Assembly, we proposed a meeting to the artists for explanation and apology, but the artists’ side refused the meeting, so we first conveyed the apology from HYBE via email. Even after that, HYBE has conveyed its intention that they wish to meet in person and convey an apology at any time if the artists desire regarding some of the radical expressions in the report. Meanwhile, HYBE has informed us that the writing of the report in question was immediately stopped and the writer was removed from their position.

B. Regarding the claim that ADOR took no action and neglected the issue regarding a manager of another label saying “Ignore her” to Ms. Hanni

From the time Ms. Hanni first raised the issue, ADOR endeavored to verify the facts with the label in question and HYBE and to secure objective supporting materials in order to strongly protest to the label in question. Nevertheless, it is deeply regrettable that the situation raised by the artists’ side was not confirmed by objective supporting materials. We have explained this process to the artists and parents in detail, but as requested through the Certification of Contents, we verified the circumstances again, received a legal review, and provided a response.

First, regarding the above matter, there is a misunderstanding that ADOR and HYBE intentionally deleted a specific CCTV scene, so we explain the facts to correct this.

ADOR requested HYBE to inform us of the specific circumstances as to why the scene where the ‘Ignore her’ remark allegedly became an issue was not processed for storage, and we received confirmation of the following points from HYBE. The security team checked all 30 days’ worth of CCTV footage preserved as of the time the CCTV check request was received, as well as the entry and exit records of the artists and members of both companies. The person in charge who checked the CCTV directly identified that only the scene where the two artists greeted each other was preserved because no peculiarities were found on the CCTV screen other than that one scene. Furthermore, it is said that other parts, excluding the part exceptionally processed for storage, were not preserved because CCTV footage past its expiration date is automatically deleted in accordance with relevant laws.

However, in order to protect the rights and honor of the artist, we requested an external law firm to review the possibility of defamation against the artist according to the statement released by the label in question, and the establishment of destruction of evidence by HYBE’s side, but we received the opinion that it would be difficult to recognize such charges.

Considering the situation above, the company judged that taking legal action against the label in question is difficult and is also not appropriate for the image and protection of the artist. However, for the purpose of restoring the artist’s honor, on November 27, we released a statement supporting the artist’s position and urging the label in question to show an attitude of mutual respect.

C. Regarding the request urging ADOR’s action regarding the inappropriate remarks by a HYBE PR member

The company once again expresses deep regret regarding the displeasure and concern the artists must have felt due to the remarks by the HYBE PR member. The company has also taken reasonably necessary measures, such as immediately raising an objection to HYBE PR and demanding measures to prevent recurrence.

Last July, the company urged the highest person in charge (executive) of the organization to which the member belongs to verify the facts and demanded measures to prevent recurrence, and that organization delivered the measures to prevent recurrence to the ADOR Board of Directors. Based on the above measures to prevent recurrence, ADOR discussed the matter at the board level and then strongly requested HYBE to take additional measures for the protection of ADOR and the artists. In response, HYBE informed us that they accepted all requirements, including a warning measure against the member in question.

Also, since the artists requested a criminal complaint for defamation against the member in question through the Certification of Contents, we also requested an external law firm to review the possibility of the establishment of defamation, but received the opinion that it is difficult for defamation to be recognized.

Meanwhile, the artists expressed concern about the performance of the artists’ public relations work through the HYBE PR organization and requested the termination of the service agreement related to support services concluded between ADOR and HYBE. This belongs to the company’s business judgment, and in light of the facts above, it seems difficult for the termination of the business support service agreement to be legally recognized, and it is a practically difficult situation to prepare practical alternatives to prevent a vacuum in work. However, respecting the artists’ opinions, the company is reviewing a plan to establish a marketing team dedicated to the artists within ADOR.

D. Regarding the claim that photos, videos, etc. from trainee days were disclosed without permission through media and were not deleted

The company also expresses deep regret that photos and videos, etc., from the artists’ trainee days were disclosed through a specific media outlet. Since July 23, immediately after recognizing the problem, the company has been making its best efforts, such as taking measures to stop posting the videos through HYBE’s digital platform-related organization and strongly requesting deletion from the media outlet in question several times.

Not stopping there, we appointed a specialized law firm to quickly delete contents that duplicate the initial video and are additionally posted on domestic and international platforms such as YouTube and to take legal action, and we additionally hired vendors to handle the take-down operations. We will continue to do our best to quickly delete materials the artists are concerned about so that they do not spread further.

Also, in order to prevent this kind of situation from recurring, the company took necessary measures such as adjusting the data access rights of members who appeared to have access to the artists’ pre-debut data, excluding the minimum essential personnel.

However, in order to understand how the data was leaked to the media outlet and the label with which the artists had trainee contracts, we made active efforts several times, such as sending official documents and making requests via email, but the media outlet and the label did not confirm the circumstances. In a situation where the circumstances of the leak have not yet been clearly confirmed, it is judged that only a lawsuit based on the infringement of the artists’ portrait rights is possible. If the artists wish to proceed with a lawsuit for infringement of portrait rights, the company will do its best to provide necessary support.

E. Regarding the request to resolve NewJeans’ damages caused by HYBE’s ‘Pushing’

It is unclear exactly what act the ‘pushing’ referred to by the artists specifically designates, but if it is the act raised as an issue around April, ADOR had confirmed from HYBE at the time that ‘album pushing’ did not occur, and we had conveyed this to the artists and parents as well.

Following the artists’ concerns, we checked with HYBE again after receiving the Certification of Contents as to whether there was any act of album pushing, but received a response to the same effect. According to HYBE, they conducted a complete enumeration survey of album sales transactions of HYBE subsidiary labels in 2022 and 2023, and to ensure the objectivity of the survey, they commissioned two external accounting firms and completed verification. Rather, HYBE conveyed their position that they are contemplating how to resolve the situation where the achievements of singers belonging to HYBE subsidiary labels, including the artists, are being disparaged due to remarks to the effect that ‘NewJeans was also advised to do pushing,’ and that they will make every possible effort to clarify the suspicions.

Apart from HYBE’s position as above, we will make more active efforts so that the devaluation of achievements does not occur, as the artists fear. We will take additional measures such as active promotion through the establishment of a marketing team dedicated to the artists and collaboration with HYBE PR, as well as actively informing about the content of the artists’ achievements through ADOR IR materials, and commissioning external specialized agencies to produce promotional materials.

F. Regarding the dispute with Director Shin Woo-seok of Dolphiners Films and the problem of existing works disappearing due to this

The artists’ precious creative works are also ADOR’s precious assets, and the company also deeply empathizes with the concern that such creative works should not disappear. However, we clarify that the problem of existing works disappearing is not a situation intended by the company.

The artists claimed that ‘the Ban Heesoo channel videos disappeared’ due to a series of events with Director Shin Woo-seok after the replacement of ADOR’s management, but as already explained in detail to the artists last September, ADOR did not raise issues with all NewJeans-related videos produced by Dolphiners Films. The company only requested the suspension of posting of the ‘ETA Director’s Cut’ following an issue raised by a major advertiser, and never requested the deletion of all other NewJeans-related content. Nevertheless, the Dolphiners Films side unilaterally deleted all videos, including the Ban Heesoo channel videos, without consultation with the company.

According to the music video filming service contract with Dolphiners Films, Dolphiners Films must obtain ADOR’s written consent in advance when uploading filmed videos, but it has not been confirmed at all that Dolphiners Films obtained ADOR’s written consent regarding the videos in question. We attempted consultation with the Dolphiners Films side several times, but the Dolphiners Films side unilaterally refused consultation.

According to the exclusive contract with the artists, the company has the duty to take necessary measures if a third party infringes upon or interferes with the artists’ entertainment activities or copyrights. The matters requested by the company to Dolphiners Films were the exercise of appropriate rights in accordance with this.

The artists’ side requested that the company withdraw all civil and criminal lawsuits filed against Dolphiners Films. However, the company could not pretend not to know or condone intellectual property infringement acts after discovering that a partner company refused all consultation and did not observe lawful contractual procedures regarding the use of intellectual property rights related to the artists. If the Dolphiners Films side admits to the violation of the service contract regarding the ‘ETA Director’s Cut,’ stops slandering ADOR and ADOR executives, and promises not to infringe upon intellectual property rights related to the artists in the future, there will be no reason for the company to maintain the lawsuit, and we can discuss additional collaboration as much as we like. We will also make our best efforts to maintain unwavering cooperative relationships with other partner companies for the successful entertainment activities of the artists.

G. Regarding the request to take all necessary measures to protect NewJeans’ color and guarantee NewJeans’ activities

It is one of our important goals for the artists to carry out successful entertainment activities while keeping their unique color, and naturally, we are doing our best to achieve that goal.

Respecting the artists’ opinion to work with former Director Min Hee-jin, the company persuaded HYBE to allow former Director Min Hee-jin to serve a consecutive term as an internal director and proposed a work delegation contract to former Director Min Hee-jin to handle artist producing.

In addition, having established activity plans for 2025 such as domestic fan meetings, full-length album releases, and a world tour, we have requested A&R and concept planning for the full-length album from Beasts And Natives Alike, which had been in charge of the artists’ music production, and proposed a meeting. It is very regrettable for the company that we wanted to discuss this with the artists, but the situation is that they continue to refuse.

Regarding BELIFT LAB’s claim of copying the proposal, the proposals raised as issues are not materials created by ADOR, and since the side of former Director Min Hee-jin, who first made the copy claim, did not provide supporting materials despite our request, it is true that there are difficulties in verifying facts and making judgments based only on the materials secured internally.

The company considered that making copy claims hastily without such concrete and objective supporting materials could have a negative impact on the artists’ image as well, and we judge that it is more important to support the artists so that they can build a positive and unique image while carrying out activities that clearly show their own colors before the public.

H. Regarding the request to reinstate former Director Min Hee-jin as CEO

The artists’ side has continuously requested the reinstatement of former Director Min Hee-jin as CEO since the replacement of the CEO last August, but as stated several times, the maintenance of a specific person’s CEO position is the area of ADOR Board of Directors’ business judgment. The ADOR Board of Directors discussed this several times respecting the artists’ intentions, but made the judgment that it is difficult for former Director Min Hee-jin to return as CEO in the current situation. The recent court decision to dismiss the injunction also judged that since the appointment of the ADOR CEO is a business judgment matter to be decided independently by ADOR directors in accordance with their duty of loyalty and duty of care, HYBE cannot issue business execution instructions related to that appointment to ADOR directors. We have already explained the meaning of this decision to dismiss the injunction to the artists and parents several times.

Also, the exclusive contract is a contract concluded between the artist and ADOR for the artist’s entertainment activities. It is not included in the content of the exclusive contract that ADOR must maintain a specific person in the CEO position until the exclusive contract ends, and it is a fact that was not presupposed at the time of conclusion.

Since most of the music activities such as music production, stage design, and practice that the artists mentioned in this Certification of Contents relate to ‘production’ rather than ‘management,’ the company was making its best efforts so that former Director Min Hee-jin could continue to handle producing in order for the artists to unfold their dreams in the direction they desire, limited to ‘production,’ and respecting the artists’ intentions to the maximum.

However, the company was unilaterally notified of the refusal to discuss the work delegation contract through former Director Min Hee-jin’s press statement on November 20. Nevertheless, as the artists’ side requested again through this Certification of Contents, we requested former Director Min Hee-jin to take charge of producing for NewJeans, but were notified of her refusal again.

The company made its best efforts to work with former Director Min Hee-jin as the executive producer for production in respect of the artists’ intentions, but unfortunately, this was not something possible with the company’s will alone. However, as an entertainment agency, the company is preparing plans for the artists’ future activities. We are in the process of recruiting new producers who can support the artists so that they can keep their unique color and realize the music and stages they want, and we have received positive feedback from some. Regarding the status of these preparations, we will meet and explain to the artists at any time if they wish, and listen to feedback on the direction the artists want.

3. Request for Sincere Communication with Artists

Some of the matters demanded by the artists this time were somewhat abstract or excessively broad, and there were quite a number of matters that went beyond our authority and scope of work, but the company took the best measures it could regarding the artists’ requirements.

The reason we had to remain silent externally or restrain ourselves as much as possible regarding the matters demanded by the artists this time was to protect the artists’ image. We believe that discussing this candidly in private rather than making such dialogue public is more effective and appropriate for the management of the artists’ image and reputation or their interests, so we hope you will seriously consider communicating face-to-face directly with ADOR and its employees, as we have requested several times.