Min Hee-jin Put Option Lawsuit Victory: No Contract Breach, 25.5 Billion Won Payment

Former ADOR CEO Min Hee-jin has won the lawsuit against HYBE regarding the shareholder agreement and the exercise of her put option to claim stock purchase payment.

The 31st Civil Division of the Seoul Central District Court (Chief Judge Nam In-soo) held the sentencing date on December 12 for the lawsuit filed by HYBE against Min Hee-jin to confirm the termination of the shareholder agreement, and the lawsuit filed by Min Hee-jin against HYBE to claim stock purchase payment related to the exercise of the put option. The court ruled, “HYBE’s claim is dismissed, and HYBE shall bear the litigation costs. Also, Min Hee-jin’s exercise of the put option is legitimate, and HYBE must pay approximately 25.5 billion won.”

After summarizing the positions of both parties, the court stated, “In the case of reasons for terminating the shareholder agreement, the destruction of trust is also relevant if it reaches a serious violation. Since HYBE holds 80% of ADOR’s shares, it can dismiss Min Hee-jin at any time, and if she commits violations to restrict this, it is considered a reason for dismissal or resignation. This includes damages exceeding 1 billion won and breach of trust or embezzlement. Min Hee-jin can exercise the put option after 3 years and 10 months since the establishment of ADOR, and HYBE must transfer 20% of ADOR’s shares and bear the obligation of 5 years of employment and non-competition. The put option is estimated to be around 100 billion won after 2025. The delegation agreement for directors acknowledges the freedom of dismissal and termination. Trust and financial interests are strongly considered as time passes.”

Regarding the admissibility of KakaoTalk conversations as evidence, the court stated, “Min Hee-jin argues that it should not be admitted, but since the information was obtained through the voluntary return of the party according to the business audit procedure of HYBE’s subsidiary, the admissibility of evidence is acknowledged. It is acknowledged that Min Hee-jin sought ways to independently control ADOR. It seems that she anticipated the breakdown of negotiations for the shareholder agreement and planned to leave ADOR with consent. However, this fact alone cannot be considered a serious violation of the shareholder agreement. It seems that she intended to exercise the put option and leave if the negotiations broke down, making it an empty shell, and tried to purchase ADOR’s shares at a low price, with the purchase price estimated at around 800 billion won to 1.5 trillion won. It is believed that she established a plan for equity participation through this.”

The court stated, “Min Hee-jin’s departure is a serious reason, but it is difficult to judge whether it will become an empty shell based on the submitted content alone. Assuming it becomes an empty shell, she said that if she is not properly compensated, she will exercise the put option and leave to create a ‘male NewJeans’. A report also emerged stating that ADOR’s value is 2 trillion won within 2 years, and the only girl group comparable to NewJeans is BLACKPINK, and YG’s market capitalization was around 1.8 trillion won when BLACKPINK’s world tour revenue was reflected. HYBE’s accusation of breach of trust against Min Hee-jin due to the 800 billion won drop in HYBE’s market capitalization is due to the decline in market value following Min Hee-jin’s departure, and it seems to be due to the impact after the conflict between HYBE and Min Hee-jin emerged.”

Regarding the plagiarism issue of ILLIT, the court stated, “According to the report, ILLIT’s debut performance is judged to be similar to that of NewJeans. NewJeans’ parents also submitted a petition regarding this, but their claims are opinions on the similarity, and the part about the error in the factual premise cannot be acknowledged. BELIFT LAB did not present more evidence for its rebuttal of ‘not similar,’ and it is difficult to say that this controversy has completely subsided.”

The court stated, “Min Hee-jin’s press conference and the subsequent official statement are all judged to be in accordance with the right to rebuttal of both parties. The allegations of copying and pushing out seem justifiable, and considering the possible conflict of interest between shareholders, the conflict was expressed through the exercise of the audit right after raising the issue through internal emails. It is clear that she will lose 25.6 billion won in put options, and it is difficult to see that she has committed a serious breach of contract in this regard.”

Former CEO Min Hee-jin announced her position to “resign from the board of directors of ADOR” in November 2024, and immediately notified the exercise of a put option (the right to buy or sell stocks at a predetermined price at a certain point in time) worth approximately 26 billion won, and filed a lawsuit to claim the payment accordingly. The litigation value amounts to approximately 28.7 billion won.

The put option is one of the key elements of the shareholder agreement between former CEO Min Hee-jin and HYBE. According to the agreement, when exercising the put option, HYBE can receive an amount equal to 75% of the value obtained by multiplying ADOR’s average operating profit for the previous two years by 13. According to ADOR’s audit report released in April 2024, former CEO Min Hee-jin holds 573,160 ADOR shares (18%). Based on this calculation, it is known that former CEO Min Hee-jin can receive about 26 billion won. However, HYBE announced in July 2024 that it had notified former CEO Min Hee-jin of the termination of the shareholder agreement, which is the basis for the put option, due to reasons such as breach of trust.

In a statement released at the time, former CEO Min Hee-jin said, “I will terminate the shareholder agreement signed with HYBE and hold HYBE legally responsible for violations of the shareholder agreement. I will take all necessary legal actions against the numerous illegal acts of HYBE and its related parties.” She added, “Even in the hellish dispute with HYBE, which has lasted for more than 7 months since the illegal audit by HYBE, I have made every effort to protect the shareholder agreement and return ADOR to its original position as before (the illegal audit). However, HYBE has not acknowledged its mistakes and shows no signs of changing, so I have made the decision that further efforts are a waste of time.”

Former CEO Min Hee-jin added, “HYBE’s atrocities in 2024 will be recorded as an unprecedented case in K-pop history. Actions by one person’s malice should not undermine ‘the essence of the business.’ It was really bad.”

In response, HYBE argued in July 2024 that it had terminated the shareholder agreement and that Min Hee-jin’s put option rights had also expired.

Former CEO Min Hee-jin drew attention by appearing in court in September 2025 in a large taxi for her own examination as a party. Former CEO Min Hee-jin smiled without answering any questions from the reporters and entered the courtroom, and HYBE’s CLO (Chief Legal Officer) Jung Jin-soo appeared as a witness. This was the first direct meeting between the two parties since HYBE initiated an audit of former CEO Min Hee-jin in April 2024.

Jung Jin-soo CLO, who appeared as a witness, mentioned that Min Hee-jin had asked to increase the put option multiplier from 13 times to 30 times, that he had received reports that she was planning for independence, and that the results of the ADOR audit revealed various documents that Min Hee-jin’s side was writing at the time, revealing Min Hee-jin’s suspicious actions. Although he did not reveal his identity, he claimed that Min Hee-jin met with Japanese investors and received advice regarding the shareholder agreement.

In response, Min Hee-jin’s side questioned whether it was unusual for a company’s CEO to meet with investors, but Jung Jin-soo reported that Min Hee-jin hid the meeting with investors and said, “The intention is a little different.” Then, when former CEO Min Hee-jin directly argued that Jung Jin-soo CLO had hinted at the possibility of changing some of the shareholder agreement, such as the non-competition clause, Jung Jin-soo countered by saying “perjury.”