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HYBE v. Min Hee-jin: Lawsuit to Confirm Termination of Shareholders’ Agreement & Lawsuit for Stock Purchase Payment – First Trial Ruling

2026-02-12 ← Back to List
🔗 Min Hee-jin ‘Wins’ Against HYBE, to Receive 25.5 Billion Won… The Basis for the Court’s Decision [Deep Dive]

On February 12, 2026, Civil Division 31 of the Seoul Central District Court (Presiding Judge Nam In-soo) issued a ruling in the lawsuit to confirm the termination of the shareholders’ agreement and the lawsuit for stock purchase payment (put option) between HYBE and Min Hee-jin, dismissing HYBE’s claims and ordering them to pay 25.5 billion won to Min Hee-jin’s side. Both cases resulted in a victory for Min Hee-jin’s side, and HYBE’s arguments were entirely rejected.

Shareholders’ Agreement Structure
*HYBE transferred a 20% stake in ADOR to Min Hee-jin as compensation for the success and attribution of NewJeans.
*Guaranteed a 13x multiple upon exercising the put option (Average operating profit of the preceding two years × 13x multiple × 75% of the stake).
*Min Hee-jin is obligated to serve for 5 years and bears a non-compete obligation after ADOR’s establishment; the put option can be exercised starting November 11, 2024.
*The court mentioned Min Hee-jin’s value as being comparable to YG’s BLACKPINK (Courtroom account).
Criteria for Termination of the Shareholders’ Agreement

The grounds for termination under the shareholders’ agreement are defined as ‘cases of material breach to the extent that the contract’s purpose cannot be achieved’ (contractual termination) and ‘cases where mutual trust has been destroyed’ (statutory termination). Specific reasons for dismissal or resignation include: ① Causing damages of over 1 billion won to ADOR due to intentional or gross negligence; ② Breach of trust, embezzlement, or other illegal acts; ③ Serious disqualification in performing the duties of the CEO.

The court explained that although HYBE holds an 80% stake in ADOR and can dismiss Min Hee-jin at any time, the above reasons were stipulated to restrict ‘indiscriminate dismissal.’ It determined that because this contract is structured so that “not only the trust of the parties but also financial interests are strongly tied together and become stronger over time,” the reasons for dismissal and resignation appear to be limited to material causes.

Admissibility of KakaoTalk Messages as Evidence

HYBE argued that the messages are admissible as evidence because they contain work-related content and were secured through voluntary submission, while Min Hee-jin’s side argued they cannot be used as evidence as they were obtained during an illegal audit in violation of the Protection of Communications Secrets Act.

The court recognized their admissibility as evidence because they were obtained through the voluntary submission of the person in charge during the work audit process, used a keyword search method with the consent of one party to the conversation, and mostly consisted of work-related information.

Regarding the Exploration of ‘ADOR Independence Plans’

The court stated, “It can be acknowledged that Defendant Min Hee-jin explored methods to weaken the Plaintiff’s control over ADOR and independently control ADOR herself (‘ADOR independence plans’).” The court also recognized plans to purchase HYBE’s shares cheaply by estimating ADOR’s purchase price at 0.8 trillion to 1.5 trillion won, the picture of ‘exercising the put option in 2025 and leaving ADOR to make it an empty shell if shareholders’ agreement negotiations break down,’ and the attempt to increase the multiple from 13x to 30x.

Specific details of discussions with the Vice President (VP) were also mentioned.

*‘Defense becomes possible if HYBE’s stake is lowered below 66%.’
*‘Plan A is to EXIT quickly at a high price and build our own world, and Plan B is to get IPO approval from HYBE, pull in about 300 billion won from the outside, buy the company, and prevent HYBE from touching ADOR.’
*Min Hee-jin responded with ‘Awesome (Daebak)’ to the VP’s plan, which outlined: ‘Exercising 75% of the put option to EXIT and cashing out about 100 billion won, ADOR becomes an empty shell, a plan to find financial investors to buy ADOR, persuading HYBE to sell ADOR, CEO Min acquiring ADOR shares with the cashed-out money, and signing a new shareholders’ agreement.’

Looking at the KakaoTalk messages, the court determined that the VP kept talking about ideas with the post-tenure period in mind, and Min Hee-jin showed a skeptical reaction to this. (Courtroom account)

Context of the ’empty shell’ expression: The expressions ‘ADOR’s value is zero if Min Hee-jin leaves’ and ‘it becomes a shell if Min Hee-jin leaves’ were first used by HYBE’s Park Ji-won, and the term was derived from this. In response, Min Hee-jin countered to the effect of, ‘So amend the shareholders’ agreement to make me feel loyal to the company and want to work well, then I will make a boy group and raise ADOR’s value.’ (Courtroom account)

At the same time, the court stated, “The mere fact of exploring ADOR independence plans cannot be seen as a material breach of the shareholders’ agreement in this case.” The grounds are as follows:

*The expression ‘EXIT’ does not mean a ‘management takeover’ as HYBE claims.
*Regarding the picture of ‘making it an empty shell’ and the idea of ‘cashing out by exercising the put option, making ADOR an empty shell,’ Min Hee-jin’s side assumed exercising the put option based on normally completing the 5-year tenure. Furthermore, the VP’s ’empty shell’ plan itself was not an idea that ended with cashing out, but also included finding financial investors to buy ADOR, persuading HYBE to sell, reacquiring ADOR shares with the cashed-out money, and signing a new shareholders’ agreement.
*The IPO assumption, etc., was also premised on ‘HYBE’s approval.’
*Min Hee-jin’s side argued that since HYBE holds an 80% stake, it is difficult to realize any plans, making it close to a ‘fiction (novel),’ and the court also determined that “its feasibility is questionable.”
*External investor A previously discussed ADOR investment plans with HYBE’s Park Ji-won, and Park replied, ‘Let them do it.’ In other words, Park Ji-won was already aware of the investment contacts and did not seem to take issue with them. (Courtroom account)
Allegations of ‘Taking NewJeans Out (Poaching)’

Regarding the part where Min Hee-jin told the VP after meeting with an external investor, ‘The general consensus is to take them out if there is progress, so let’s look at the contract details more closely,’ the court stated, “‘Take them out’ seems to mean ‘take NewJeans out’ in context.” During this process, the remaining period of NewJeans’ exclusive contract and the scale of the penalty for breach of contract (450 billion to 620 billion won) appear.

While the VP expressed concern that ‘the members’ withdrawal would cause too much damage, as they would have to leave all past albums behind and brand contracts are tied to ADOR,’ they gave an opinion that the approximately 700 billion won in held shares would become something to ‘threaten’ HYBE with. When Min Hee-jin asked, ‘Does this even count as something to threaten with?’, the VP replied, ‘I think it could be a negotiation card.’

In other words, the VP first concluded that the withdrawal of NewJeans members would be disadvantageous to them, and it does not constitute tampering. (Courtroom account)

The Court’s Judgment:

*“Min Hee-jin appears to have reacted skeptically, implying that it could not be used as a threat.”
*“The feasibility of (their plans) is also questionable.”
*“Since the VP also said, ‘I think it could be a negotiation card,’ it is not a threat.”
*The VP also evaluated the members’ withdrawal negatively and used a hypothetical (if) phrase, ‘when claiming termination of the exclusive contract.’
*Regarding the VP’s remark, ‘If you don’t sell ADOR, we will sell all the shares we have to investors,’ the court also questioned whether this is a reason for contract termination and determined that it had post-tenure negotiations in mind. (Courtroom account)

Conclusion: “It is difficult to view these KakaoTalk messages alone as planning the termination of the exclusive contract.”

Raising Allegations of ‘Copying (Similarity between ILLIT and NewJeans)’

Min Hee-jin’s position was to the effect that ‘ILLIT’s overall impression is similar to NewJeans,’ and the court determined that “it appears to be a simple opinion or value judgment and is difficult to see as a statement of fact.” Therefore, it does not constitute ‘spreading false information.’

Grounds Presented by the Court:

*Cited a securities firm report stating that ILLIT becoming a 5-member group, not highlighting main vocals or high notes, and having blurred position boundaries are similar to NewJeans.
*Since NewJeans’ proposal appears to have been delivered to BELIFT LAB, “the possibility that it was reflected in ILLIT’s production cannot be ignored.”
*Although plagiarism controversy was raised from the time ILLIT’s teasers were released, there is no evidence that HYBE consulted with ADOR in advance or sought understanding.
*Citing a securities firm report that ‘ILLIT is growing rapidly by absorbing NewJeans’ know-how,’ HYBE gains a positive effect on its stock price, but ADOR faces concerns about market cannibalization.
*There is a “concern that a conflict of interest between the major shareholder and minority shareholders may arise,” and “the stronger the similarity between girl groups and the closer the temporal proximity, the more this concern increases.”
*Plagiarism allegations were also selected as a topic for the National Assembly audit in October 2024.
*BELIFT LAB claimed, ‘We never copied, didn’t NewJeans copy too?’, but the court determined that even if the realm of copying does not receive legal protection, it appears to be a problem that should be resolved through social public discussion. HYBE’s side did not present evidence that they are ‘not similar.’ (Courtroom account)

Regarding the petitions from NewJeans’ parents, the court determined that as long as the parents handwrote or signed them, they must be seen as the opinions of those parents, and since the copy issue is an opinion on similarity, it is difficult to establish the concept of ‘mistake.’

The court determined that if NewJeans’ activities are hindered, ADOR (Min Hee-jin) must take necessary measures, and Min Hee-jin’s whistleblower email, etc., were appropriate measures under the exclusive contract. (Courtroom account)

Conclusion: Raising the copy issue is “within the scope of managerial judgment discretion allowed to protect ADOR’s interests,” and Min Hee-jin’s raising of the copy issue was determined to be legitimate.

Raising Allegations of ‘Album Pushing’

Judging from the appearance of specific conditions and the word ‘pushing’ in Slack conversations, the court determined that “there are clues to suspect album pushing.” Through the claims of Min Hee-jin’s side, it appears HYBE recommended album pushing for NewJeans’ ‘Get Up’ to Defendant Shin Dong-hoon (VP), and HYBE’s explanation that it was ‘content discussed informally’ seems to acknowledge that the remark related to pushing itself existed. (Courtroom account)

The court stated, “Inflating first-week sales volumes to promote chart rankings is an act that harms fair distribution and deserves to be criticized.” HYBE explained that it was an arbitrary judgment by an internal employee, but the court added that they cannot be free from ‘management responsibility.’ Since Min Hee-jin intended to correct such behavior and strengthen public interest, there is no purpose of defamation. (Courtroom account)

Furthermore, this issue was reported via internal email and was not known to the outside, and HYBE’s audit initiation and dismissal procedures began afterward. (Courtroom account)

Conclusion: “Raising the album pushing issue corresponds to a matter of public interest and concern of a public figure, and its content can be considered true,” and it cannot be considered a material breach worthy of terminating the shareholders’ agreement.

HYBE’s Claims of ‘Media War’ and Evaporation of 800 Billion Won in Market Cap

HYBE claimed that ‘800 billion won in market capitalization evaporated due to Min Hee-jin spreading false information,’ but it was not accepted.

*Min Hee-jin tried to resolve the issue internally through a whistleblower email, but the court explained that “the conflict surfaced” when an exclusive report on HYBE initiating an audit against ADOR was published on April 22, 2024.
*Both sides exchanged media reports for about 9 months before her resignation in November 2024, but ADOR’s revenue was similar to the previous year (2023). (Courtroom account)
Min Hee-jin had laid out business plans, such as a world tour and album releases, up to the end of the contract period, and there were actions like ‘let’s stop fighting and reconcile.’ (Courtroom account)
*Similar to the case where YG’s stock price dropped due to the risk of BLACKPINK’s contract renewal, this can be compared to the drop in HYBE’s market capitalization caused by the possibility of Min Hee-jin’s departure. (Courtroom account)
*Regarding HYBE’s claim that ‘ADOR’s raising of issues lowered ADOR’s value to seek independence,’ the court determined it to be unclear and abstract. (Courtroom account)
*The court determined that the internal whistleblowing was first raised via an internal email urging correction, not defamation, and the resulting damage to Min Hee-jin seems clear. (Courtroom account)
*The court questioned whether the confidentiality-related remarks pertained to trade secrets, and stated it was unclear if HYBE’s stake was infringed upon. Min Hee-jin’s remarks were determined to be in accordance with the right to reply. (Courtroom account)