SOURCE: [속보]'반전' 민희진 풋옵션 소송 이겼다 "계약 위반 NO, 255억 지급"
Former ADOR CEO Min Heejin has won a legal battle against HYBE regarding their shareholder agreement and her claim for payment following the exercise of her put option.
On the 12th, the Soul Central District held a sentence hearing for HYBE's lawsuit regarding the termination of their shareholder agreement against Min Heejin and Min Heejin's lawsuit demanding payment for her shares following her exercise of the put option. The court ruled, "HYBE's claims are dismissed and they shall bear the litigation costs. Additionally, Min Heejin's exercise of the put option is valid and HYBE must pay her approximately 25.5 billion KRW."
The court stated, "To terminate a contract because of a 'loss of trust,' there must be a very serious breach. Since HYBE owns 80% of ADOR, they have the authority to fire Min Heejin at any time. However, to limit that power and take away her contract rights, HYBE must prove that Min Heejin committed a major violations such as embezzlement or breach of duty causing damages over 1 billion KRW. Min Heejin had the rights to exercise her 'put option' after 3 years and 10 months since ADOR was first established. In exchange, HYBE required her to transfer 20% of ADOR shares, work for five years, and banned her from joining a rival company. The put option is estimated to be worth around 100 billion KRW after 2025. While companies are free to fire directors, the court give more weight to financial rights and money as time goes on.
Regarding the use of Kakao Talk messages as evidence, the court said, "Although Min Heejin argued that they shouldn't be used, these messages were collected during an internal audit when the devices were returned voluntarily, so the evidence is allowed." The court continued, "We acknowledged that Min Heejin looked for ways to independently control ADOR. She seemed to be planning to leave ADOR because she was expecting her negotiations with HYBE to fail. However, this planning alone is not a serious violation of the contract. It appears she considered to exercise her 'put option' rights and leave the company if the negotiations failed, which would leave ADOR as an 'empty shell,' and then try to repurchase ADOR shares at low price (around 800 billion to 1.5 trillion KRW). We believe she made these plains to gain ownership of the company."
The court continued, "Min Heejin's departure from the company would be a serious matter, but we can't decide if the company would actually become an 'empty shell' based only on the evidence provided. She reportedly stated that if she wasn't compensated fairly, she would exercise her 'put option' rights and leave to create a 'male version of NewJeans.'" The court added, "Reports show that ADOR's value could reach 2 trillion KRW within 2 years. These reports compare NewJeans to BLACKPINK, noting that YG Ent.'s market value was around 1.8 trillion KRW when BLACKPINK's world tour profits were counted. Regarding the 800 billion KRW drop in HYBE's market value, the court believes this was caused by the market's fear of Min Heejin's departure and the overall conflict between her and HYBE, rather than a crime committed by Min Heejin herself."
Regarding the plagiarism controversy involving ILLIT and NewJeans, the court stated, "According to reports, ILLIT's performance right after their debut looks very similar to NewJeans. The parents of NewJeans' members also submitted a petition about this, and their claims are seen as valid opinions, not as mistakes. BELIFT Lab failed to provide enough evidence to prove that they are 'not similar,' and it is difficult to say that the controversy has completely ended."
The court stated, "Min Heejin's press conference and her official statements afterward are seen as her fair right to defend herself. Her raising concerns about copying and 'push out' seems legitimate. Considering that shareholders can have disagreements, the conflict broke out because HYBE started an audit right after she sent internal emails to raise the issues. It's clear she would lose 25.6 billion KRW if the contract were canceled, but it is difficult to view her actions as a serious breach of contract."
In November 2024, Min Heejin announced, "I am resigning as a director of ADOR." Right after that, she notified HYBE that she would use her right to exercise her 'put option' rights worth approximately 26 billion KRW and filed a lawsuit demanding payment. The total amount she is asking for in the lawsuit is approximately 28.7 billion KRW.
The 'put option' is a key part of the shareholders agreement between Min Heejin and HYBE. Under this agreement, when she uses her 'put option,' she would receive money from HYBE. The amount is calculated by taking ADOR's average profit from the last 2 years, multiplying it by 13, and then taking 75% of that based on her shares. According to ADOR's audit report released in April 2024, Min Heejin owns 573,160 shares (18% of the company). Based on this calculation, she was expected to receive around 26 billion KRW. However, in July 2024, HYBE announced that they had notified Min Heejin of the termination of the shareholder agreement due to breach of trust, thereby claiming that her 'put option' rights had been removed.
At that time, Min Heejin said, "I'm terminating my shareholder agreement with HYBE and will hold them legally responsible for breaking our agreement. I plant to take legal action one by one against HYBE and related parties for their numerous illegal acts." She continued, "I have been in a 'hell-like' fight with HYBE for over 7 months, which was triggered by their unlawful audit. Even so, I tried my best to keep our agreement and restore ADORE to its prior state. However, HYBE still doesn't admit their mistakes and show no signs of changing. I decided that trying any harder would be a waste of time, so I made this choice."
Min Heejin added, "HYBE's misconduct in 2024 will be recorded as something that has never happened before in K-pop history. We should not let one individual's bad intentions ruin the essence of the industry. It was truly awful."
In response, HYBE argued that they had already terminated the shareholder agreement in July 2024 and that Min Heejin's 'put option' rights had lapsed.
In September 2025, Min Heejin drew attention by arriving at a court in a large taxi for her hearing. She entered the courtroom smiling without answering reporters' questioins. HYBE's Chief Legal Officer, Jung Jinsoo, appeared as a witness. This was the first time both sides met face-to-face since HYBE began its audit of Min Heejin in April 2024.
Jung Jinsoo, the Chief Legal Officer, testigied as a witness and pointed out Min Heejin's suspicious actions. He mentioned that she asked to increase her 'put option' from 13 times to 30 times profit. He also said HYBE received tips that she was planning to become independent and that they found various documents she had been preparing during the audit. Additionally, he also claimed that Min Heejin had met with Japanese investors and received advice about her shareholder agreement.
In response, Min Heejin's side argued that it is not unusual for a company CEO to meet with investors. However, Jung Jinsoo claimed that Min Heejin had hidden these meetings and said, "Her intention is somewhat different." Min Heejin then spoke up herself, claiming that Jung Jinsoo had previously suggested the possibility of changing parts of the shareholder agreement, such as the non-compete clause. Jung Jinsoo immediately shot back, accusing her of 'perjury.'
