Court sides with Min Hee Jin in put option dispute against HYBE

12 Feb 2026, 03:27 by Minsoo-Kim · allkpop

Former ADOR CEO Min Hee Jin has secured a victory in her lawsuit against HYBE regarding the shareholder agreement and the payment for shares tied to her exercised put option.

On February 12th KST, the Civil Division 31 of the Seoul Central District Court (Presiding Judge Nam In Soo) held a ruling hearing for HYBE’s lawsuit seeking confirmation of termination of the shareholder agreement against Min Hee Jin, as well as Min Hee Jin’s counter-lawsuit seeking payment for shares related to her exercised put option. The court dismissed HYBE’s claims and ruled that HYBE must bear the legal costs. It further stated, “Min Hee Jin’s exercise of the put option is valid, and HYBE shall pay approximately 25.5 billion KRW.(~18 million USD)”

After summarizing both sides’ positions, the court explained, “In cases involving termination grounds under a shareholder agreement, destruction of trust may qualify if it amounts to a serious breach.” The court added, “As HYBE holds 80% of ADOR’s shares, it may dismiss Min Hee Jin at any time. If violations were committed in order to restrict such dismissal, they may constitute grounds for removal or resignation. Damages exceeding 1 billion KRW, breach of trust, or embezzlement would qualify.”

The court noted that Min Hee Jin was entitled to exercise her put option three years and ten months after ADOR’s establishment. Under the agreement, HYBE transferred 20% of ADOR’s shares and imposed a five-year employment obligation and a non-compete obligation. The put option was estimated to be worth around 100 billion KRW after 2025. It also stated that director delegation agreements recognize freedom of dismissal and termination, and that trust and financial interests become more significant over time.

Regarding the admissibility of KakaoTalk messages as evidence, the court stated, “Min Hee Jin argues that they should not be admitted, but as the information was obtained through voluntary submission during HYBE’s subsidiary audit process, their admissibility is recognized.” The court acknowledged that Min Hee Jin explored ways to independently control ADOR and appeared to have anticipated a breakdown in shareholder agreement negotiations while seeking consent and planning a potential departure from ADOR. However, it ruled that this alone does not constitute a serious breach of the shareholder agreement.

The court further stated that if negotiations had broken down, Min Hee Jin could have exercised her put option and exited, leaving the company as a “shell.” It appeared that there were attempts to acquire ADOR shares at a low price, estimated between 800 billion KRW and 1.5 trillion KRW, and that plans for equity participation were formulated accordingly.

The judges stated, “Min Hee Jin’s potential departure may be a serious issue, but whether ADOR would become a ‘shell’ cannot be determined based solely on the submitted materials.” The court referenced remarks suggesting that if proper compensation were not provided under the assumption that ADOR would become a shell, she would exercise the put option and leave to create a “male version of NewJeans.”

The court noted reports estimating ADOR’s value within two years at 2 trillion KRW, stating that the only comparable girl group to NewJeans is BLACKPINK, and that YG Entertainment’s market capitalization was approximately 1.8 trillion KRW when BLACKPINK’s world tour revenue was reflected. It added that the complaint accusing Min Hee Jin of breach of trust in relation to an 800 billion KRW drop in HYBE’s market capitalization appeared to stem from market value decline following her departure and the conflict between the two parties.

Regarding the plagiarism controversy involving ILLIT, the court stated, “According to reports, ILLIT’s performance immediately after debut was judged to be similar to NewJeans. NewJeans’ parents also submitted petitions. Their claims reflect opinions on similarity, and it cannot be recognized as a mistake regarding the factual premise. Belift Lab failed to present more evidence in its rebuttal that the groups are ‘not similar,’ and it is difficult to say the controversy has completely subsided.”

The court also ruled, “Min Hee Jin’s press conference and subsequent official statements were made in accordance with both parties’ right to rebuttal.” It added that raising suspicions of copying and alleged sidelining appeared justified, and that considering the potential shareholder conflict of interest, the dispute surfaced after concerns were raised internally via email and an audit was initiated. The court found it difficult to conclude that she committed a serious contractual breach related to potentially losing 25.6 billion KRW from the put option.

In November 2024, Min Hee Jin announced her resignation from her position as an internal director of ADOR and immediately notified HYBE of her intention to exercise a put option worth approximately 26 billion KRW. She subsequently filed a lawsuit seeking payment. The amount in dispute totaled approximately 28.7 billion KRW.

The put option was one of the key elements of the shareholder agreement between Min Hee Jin and HYBE. According to the agreement, upon exercising the put option, she would receive an amount equal to 75% of the value calculated by multiplying ADOR’s average operating profit over the previous two fiscal years by 13. According to ADOR’s audit report disclosed in April 2024, Min Hee Jin holds 573,160 shares (18%) of ADOR. Based on this calculation, she was expected to receive approximately 26 billion KRW. However, HYBE announced in July 2024 that it had notified her of the termination of the shareholder agreement, citing breach of trust, thereby claiming that her put option rights had expired.

At the time, Min Hee Jin stated, “I intend to terminate the shareholder agreement signed with HYBE and hold HYBE legally accountable for violations of the agreement,” adding, “I will pursue necessary legal action one by one regarding the numerous illegal acts committed by HYBE and related parties.” She further explained, “Despite the seven-month-long, hellish dispute with HYBE that began with its illegal audit, I have done everything I could to uphold the shareholder agreement and restore ADOR to its original state before the audit. However, as HYBE has yet to acknowledge any wrongdoing and shows no signs of change, I have concluded that further efforts would be a waste of time.”

She added, “HYBE’s actions in 2024 will be recorded as unprecedented in K-pop history. The malicious actions of one person should never damage the ‘essence of the industry.’ It was truly wrong.”

In response, HYBE maintained that it had terminated the shareholder agreement in July 2024 and that Min Hee Jin’s put option rights had therefore lapsed.

In September 2025, Min Hee Jin drew attention when she arrived at court in a large taxi for her personal questioning. She entered the courtroom with a smile, offering no substantial response to reporters’ questions. On HYBE’s side, CLO Jung Jin Soo appeared as a witness. This marked the first direct encounter between the two parties since HYBE initiated an audit of Min Hee Jin in April 2024.

Testifying as a witness, Jung Jin Soo stated that Min Hee Jin had requested that the put option multiple be increased from 13 times to 30 times. He also mentioned receiving reports that she was planning independence, and that documents prepared by her side were discovered during ADOR’s audit. Without revealing specific identities, he further claimed that Min Hee Jin met with Japanese investors and sought advice regarding the shareholder agreement.

In response, Min Hee Jin’s side argued that it is not unusual for a company CEO to meet investors. However, Jung Jin Soo stated that she had concealed those meetings and that “the intention was somewhat different.” When Min Hee Jin claimed that Jung Jin Soo had suggested the possibility of modifying certain clauses in the shareholder agreement, including the non-compete clause, he refuted her statement as “perjury.”

Share this article SHARE