'Extraordinary shareholders' meeting D-2' Hive VS Min Hee-jin, on thin ice ahead of the result of the injunction lawsuit
'Extraordinary shareholders' meeting D-2' Hive VS Min Hee-jin, on thin ice ahead of the result of the injunction lawsuit
Hive and Adore CEO Min Hee-jin, who are experiencing internal strife over the issue of management rights takeover, are walking on thin ice two days before the extraordinary shareholders' meeting.

On the 29th, the legal community predicts that the results of the injunction against the exercise of voting rights filed by Representative Min against Hive will be announced by the end of this day or at the latest 30 days before. Civil Agreement Division 50 of the Seoul Central District Court (Chief Judge Sang-Hoon Kim) is finalizing the written submissions of both sides.

Hive began an audit last month after believing that CEO Min was attempting to seize management rights. While it is certain that Hive, the majority shareholder with 80% of Adore's shares, will dismiss CEO Min through the exercise of voting rights, which is a shareholder's right, CEO Min requested voting rights to 'prevent Hive from voting in favor at the general shareholders' meeting.' They fought back with a lawsuit for a temporary injunction banning the event.

The preliminary injunction lawsuit was examined on the 17th, and the situation is expected to change significantly depending on the outcome of the lawsuit. If the injunction application is rejected, Hive can end this situation by claiming to exercise shareholders' rights, dismissing Min Hee-jin from the position of CEO, and replacing Adore's management.

On the other hand, if the court upholds the request for a preliminary injunction, Hive's plan will suffer a major setback. In this case, it appears that Hive will either object to the result of the preliminary injunction and receive an appeal, or bring new evidence and reconvene an extraordinary general meeting of shareholders.

The issue in this preliminary injunction application is expected to be which of Hive's rights as a shareholder or the damage it will suffer if CEO Min is dismissed is more serious and important.

Accordingly, the court's interpretation of the effect of the 'voting rights binding contract between shareholders' is important. In March of last year, the two sides signed an agreement between shareholders that stipulated that 'the shareholders must take action with their voting rights so that they can maintain the positions of CEO and executive director of Adore for a period of five years from the date of establishment.' Representative Min's side believes that it is possible to restrict the exercise of voting rights based on this phrase, but Hive's position is that regardless of this, 'Under commercial law, major shareholders are only responsible for compensation for damages, and the exercise of voting rights for the dismissal of directors is justified.'

Hive is also preparing to fire CEO Min and replace the new CEO and board of directors to lead Adore. Hive plans to dismiss CEO Min and appoint a new CEO and board of directors at Adore at an extraordinary general meeting on the 31st.

Choi Ji-ye, Ten Asia Reporter wisdomart@tenasia.co.kr translated by google