Korea
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SEOUL — South Korea’s SM Entertainment appointed Jang Cheol-hyuk as the company’s new CEO on Friday (March 31), as the K-pop giant vowed to turn over a new leaf by bringing on a fresh leader and board of directors. Jang succeeds outgoing CEO Lee Sung-soo.
“I feel a great responsibility to assume the position as a CEO when SM is about to take a big leap forward,” said Jang in a statement. “We will establish a sound [and] transparent governance structure and faithfully implement the SM 3.0 strategy so that SM can become a fan-and shareholder-centered global entertainment leader.”
The landmark corporate shakeup is part of SM’s bid to improve corporate governance as well as its production system, which in recent years lagged behind rivals and invited investor scrutiny. Friday’s appointments also put an end to the weeks-long drama that gripped the K-pop world, pitting industry giants HYBE, home to boyband BTS, and South Korean tech giant Kakao against each other.
A certified accountant and professional manager, Jang joined SM in early 2022 as CFO and has been involved in creating the blueprint for SM’s future. Dubbed SM 3.0, the plan is to diversify the company’s artist portfolio and delegate more creative control away from the single-pipeline structure helmed by SM founder Lee Soo-man.
For years, Lee hasn’t had an official role at SM — which developed K-pop groups EXO, NCT and Girls’ Generation — but he had nearly unchecked powers as its largest shareholder. He was being paid millions of dollars a year in production fees, a setup that ended late last year following a shareholder revolt.
At Friday’s meeting, Kim Kyung Wook, a former SM CEO and now shareholder, pressed the agency to recoup the production fees, but outgoing CEO Lee Sung-soo — who is Lee Soo-man’s nephew — said the company was not ready to consider that step.
Cracks began to show at SM in February after management, without Lee Soo-man’s approval, signed a partnership deal with Kakao. The founder retaliated by selling most of his shares to HYBE and laying the groundwork for a possible merger between the two largest K-pop agencies.
Friday’s shareholder meeting had been hyped as a spirited battle between HYBE and Kakao before HYBE abruptly threw in the towel last week and ceded some of its SM shares to its rival.
Together with subsidiary Kakao Entertainment, Kakao has now secured nearly 40% of shares in SM, becoming the company’s largest stakeholder. Jang Yoon-Joong, executive vp/global strategy officer at Kakao Entertainment, as well as Align Partners CEO Lee Changhwan — who led the shareholder revolt — have now joined the board as non-executive directors.
Three SM executives, including incoming CEO Jang, were also appointed to the board, while five outside directors were also approved: Kim Kyu-Shik, chairman of the Korean Corporate Governance Forum; Kim Tae-him, attorney at Pyeong San Law Firm; Moon Jungbien, professor at Korea University Business School; Lee Seung-min, partner at Peter & Kim; and Sung M. Cho, CEO of music analytics company Chartmetric.
Before BTS conquered the world, Lee Soo-man was the most famous face of K-pop in Korea for reasons both good and bad. He has been lauded as a visionary but criticized for his harsh treatment of trainees and artists. While he treated stalwart artists like family, keeping them on the roster even after their career peaks, he also was accused of excessive control over the acts’ professional and personal lives. He has also been convicted of embezzlement, though he later received a presidential pardon for his contribution to K-pop.
Lee Soo-man still holds over 3% of SM’s shares but hasn’t disclosed his future plans regarding the company. A representative sent to Friday’s meeting on his behalf stayed silent at the gathering.
“Today marks an end of an era at SM, a company I founded in my name,” said Lee, in a statement emailed to reporters shortly before the shareholder meeting. While not commenting directly on the proceedings, he said he was staying outside the country and is “deeply immersed in the world of global music.”
South Korea’s HYBE said Friday (March 24) it will sell its stake in SM Entertainment, officially ending a bidding war between HYBE and the South Korean tech company Kakao for control of the K-pop agency that was key to the genre’s popularity and overseas expansion in recent years.
HYBE, home of superstar boy band BTS, said in a filing it will sell its roughly 15% stake in SM for nearly 564 billion won ($435 million) to Kakao, which earlier this month announced a tender offer aimed at acquiring up to 35% of SM Entertainment’s outstanding shares.
Kakao Entertainment owns Monsta X‘s K-pop record label, Starship Entertainment, as well as the South Korean music streaming app Melon, the North America-based webtoon company Tapas Entertainment and several media production companies. It’s a subsidiary of the tech conglomerate Kakao Corp.
HYBE acquired most of its shares in SM in February from SM founder Lee Soo-man, who was recently ousted from the company after shareholders called for changes in SM’s structure. For over a decade, Lee exercised top-down control of the company he started in 1995, and shareholders had raised questions over millions of dollars he received in producer fees annually.
Lee sold his shares to HYBE in retaliation for a move by SM to issue stock to Kakao, ultimately prompting HYBE’s attempt to secure a majority stake in SM through a tender offer. HYBE relented in mid-March because, it said, outbidding Kakao could have “a negative impact on our shareholders.”
Just days after canceling the company’s bid for control of SM, HYBE founder/chairman Bang Si-hyuk reiterated his desire to expand beyond Korea in an effort to eventually compete with the three major labels – Universal Music Group, Sony Music Entertainment and Warner Music Group — on a global scale, stating the company must have a “sense of urgency” in doing so.
Bang additionally signaled a desire for outside support for K-pop companies in their attempts to rival the majors, including possibly from the South Korean government, which has helped elevate Korean companies in other industries into global players. HYBE has already made strides on that front with two U.S. acquisitions — Scooter Braun’s Ithaca Holdings and QC Media Holdings, parent company of hip-hop label Quality Control Music, which Bang said are “just the beginning” in its bid for worldwide domination.
SM and HYBE have in recent years dominated South Korean and global pop charts. Together they accounted for nearly half of all albums sold in South Korea in 2022, according to Korean chart company Circle Chart.
HYBE’s planned stock sale could net the company $87 million, the equivalent of a 25% return on its purchases of Lee’s shares one month ago, Reuters reported earlier on Friday.
In the latest episode of the battle of K-pop giants, HYBE, the home of BTS, took some swings at SM Entertainment’s business partnership with tech company Kakao, owner of a popular messaging app, Kakao M, and music streaming service Melon.
On Feb. 6, Kakao announced it would purchase a 9.05% stake in SM Entertainment, whose roster includes NCT 127 and Red Velvet. Three days later, HYBE announced it would acquire a 14.8% stake in SM Entertainment by purchasing the majority of shares of the company’s founder and legendary K-pop producer, Lee Soo Man. Following a campaign by an activist investor for SM Entertainment to reduce Lee’s role, the company canceled his producer contract on Dec. 31, 2022.
SM Entertainment called HYBE’s investment “hostile M&A” and said its partnership with Kakao is “the first step” in its long-term transformation plan. HYBE sees SM Entertainment’s relationship with Kakao as one-sided and bad for shareholders.
“The contract between SM and Kakao, which grants acquisition of convertible bonds, undermines shareholder interest,” HYBE said in a statement Friday (Feb. 24). A clause grants Kakao or Kakao Entertainment the ability to “continuously increase its stake in SM” by allocating stocks issued through a paid-in capital increase to a third party, HYBE stated. “This will dilute the value of stocks owned by all shareholders other than Kakao or Kakao Entertainment.”
HYBE further argued the contract would hurt SM Entertainment’s chance of attracting “new strategic investors” and make it easier for Kakao “to seize control of SM’s management rights.”
HYBE also took issue with the Kakao’s role in managing SM Entertainment artists and distributing their music, arguing the contract gives Kakao an “unexpiring, exclusive” right to distribute SM Entertainment’s recorded music and allow Kakao Entertainment to manage SM Entertainment artists in North and South America.
In turn, SM Entertainment subsidiary SM Life Design will produce the recordings of Kakao Entertainment artists and provide a music video shooting set. “Compared with the important business rights that SM is handing over,” HYBE stated, “the return seems unreasonably small.”
After reviewing the contract’s legal issues, HYBE “will take all necessary legal measures, both civil and criminal,” it stated.