As HYBE and former ADOR CEO Min Hee Jin remain sharply divided over the termination of their shareholder agreement, the legal battle is expected to drag on.
On June 12, the Seoul Central District Court's Civil Division 31 (Presiding Judge Nam In Soo) held the third hearing for the lawsuit filed by HYBE seeking confirmation of the termination of its shareholder agreement with Min Hee Jin. The court also simultaneously heard another case in which Min Hee Jin and two others sued HYBE to claim the stock purchase price related to the exercise of a put option.
Min Hee Jin's legal team first raised objections regarding the evidence submitted by HYBE, pointing out that some included private KakaoTalk messages and personal emails, which they argued were inadmissible. HYBE countered that the evidence had already been admitted and examined following their request in a previous hearing.
HYBE argued, “The plaintiff's goal is the growth and development of ADOR. However, this goal became unattainable because of Min Hee Jin.” The company added, “Min Hee Jin persuaded the members’ parents and issued detailed directives to release certain statements,” expressing serious concerns.
They continued, “The defendants seem stuck in time since the injunction filed in May last year. As it became impossible to continue working with someone who had broken trust, the contract was terminated in July. The plaintiff claims termination is difficult under the agreement, but that’s not applicable here.”
In May 2023, the court granted an injunction requested by Min Hee Jin to prevent HYBE from exercising voting rights to dismiss her as CEO of ADOR.
HYBE further asserted, “Min Hee Jin prioritized her own interests over NewJeans. We will prove this with the evidence we’ve submitted.”
A key part of HYBE’s argument focused on what they called Min Hee Jin’s “attempt to steal NewJeans.” They said, “She planned and executed this. If she didn’t, she can explain why our submitted evidence is false. The only thing stopping us is that the evidence cannot be publicly disclosed,” emphasizing, “She clearly attempted to take NewJeans.”
Min Hee Jin’s side responded, “The issue of the shareholder agreement termination dates to July 8. But before that, the injunction was granted in May, and the Tokyo Dome concert proceeded without issue. Min Hee Jin was dismissed in August, and the put option was exercised in November. NewJeans did not mention terminating their exclusive contract until November. HYBE is taking events that happened much later and retroactively claiming she tried to take the group.”
They added, “The claim that the members had to declare contract termination for a ‘takeover’ to occur doesn’t make sense. Saying the shareholder agreement was terminated for such a ‘takeover’ is contradictory.”
Min Hee Jin’s side also stated, “We have already thoroughly rebutted all of HYBE’s claims in press statements. We don’t think it’s necessary to argue every provocative detail beyond normal proceedings.”
Ahead of the next hearing, HYBE requested one witness to testify. Min Hee Jin’s side did not request any witnesses.
The next hearing, which will involve witness examination, is scheduled for September 11.
Previously, HYBE disclosed in its semi-annual report that it had signed a shareholder agreement granting a put option on part of the 20% non-controlling stake in ADOR. HYBE stated that it had terminated the agreement with certain shareholders after the end of the reporting period (July).
The “certain shareholder” referred to is Min Hee Jin. HYBE filed a lawsuit to confirm the termination of the shareholder agreement.
Meanwhile, in November 2023, Min Hee Jin notified HYBE of her intention to exercise her put option, which was a key element of their agreement. According to the contract, Min could receive compensation from HYBE based on 13 times the average operating profit of ADOR over the past two years, multiplied by 75% of her shareholding in ADOR.
The valuation basis Min used reportedly involved the years 2022–2023. ADOR, under her leadership, recorded an operating loss of 4 billion KRW (~2.95 million USD) in 2022 and an operating profit of 33.5 billion KRW (~24.7 million USD) in 2023. The 2022 loss was likely due to NewJeans debuting in July of that year.
According to an ADOR audit report released in April 2023, Min Hee Jin held 573,160 shares, or 18% of the company. Based on this, she would be entitled to approximately 26 billion KRW (around 19 million USD).
HYBE responded, “ADOR paid Min Hee Jin 2.7 billion KRW (2 million USD) in salary last year alone. Despite that, she attempted to take NewJeans and harm ADOR’s corporate value. However, she calculated the value of her shares as if she were still part of ADOR and NewJeans was included.” They added, “Because she violated the contract and triggered the call option, her put option is invalid.”
Min Hee Jin has been in a legal conflict with HYBE since April 2023. At the time, HYBE began an audit, accusing her and ADOR’s executives of breach of trust and attempting a management takeover. Min countered that the core of the conflict was the alleged plagiarism of NewJeans’ concept by other HYBE label groups.
Ultimately, HYBE dismissed Min Hee Jin from her position as ADOR CEO on August 27, 2023.
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