[Edaily Marketin YunJi Kim Reporter] A dispute over the return of 9 billion won in investment funds raised for the acquisition of Getty Images Korea has escalated to include CEO Shin Cheol-ho of OGQ’s personal debt of approximately 12 billion won and the forced sale of his equity stake. While the principal amount of the investment remains in the company’s account, the investment fund has filed a lawsuit against CEO Shin personally rather than OGQ, sparking ongoing controversy over the legal nature of the investment funds and contractual repayment obligations.

Acquisition Collapsed Just Before the Deal Was Sealed… Repayment Conditions Take Effect

According to a comprehensive report by Edaily on the 22nd, this dispute began when the repayment conditions for the investment funds raised to acquire Getty Images Korea

took effect

. Although the investment funds were raised for the purpose of acquiring a specific company, contractually they were designated as funds to acquire OGQ shares. After the acquisition fell through, the key issue became who—the company or CEO Shin—was responsible for repaying the funds and under what terms. Related Article☞ “The investment funds are still sitting in the bank account”… Why a startup founder ended up with 12 billion won in debt

To fully understand this case, we must rewind to 2021. At that time, OGQ raised 9 billion won from an investment fund to pursue the acquisition of Getty Images Korea. Rather than a general venture investment intended for general operating expenses, this was purpose-specific funding raised specifically for the acquisition of a particular company. According to CEO Shin’s side, negotiations for the acquisition of Getty Images Korea had progressed to the stage just before signing the contract. However, they explained that once news of the planned acquisition was reported in the media, Getty Images headquarters presented additional conditions, and the deal fell through because OGQ refused to accept them.

According to the court ruling, on June 2, 2022, OGQ notified Getty Images Korea of its intention to terminate the acquisition and informed its shareholders as well. The court ruled that, at this point, the contractual condition requiring the repayment of the investment funds in the event the acquisition did not proceed had been met. Around the 22nd of the same month, discussions regarding the acquisition of a 50% stake in Getty Images Korea resumed, but the court’s ruling remained unchanged. Since the original contract was based on the acquisition of 100% of the shares, the court held that the mere resumption of discussions regarding a partial stake acquisition did not eliminate the repayment obligation that had already arisen.

CEO Shin’s side offers a different explanation. They argue that negotiations with Getty Images Korea were not completely concluded at that time; rather, they had reached an agreement with the investors to temporarily step away from the negotiating table and jointly explore other acquisition targets. They argue that discussions regarding the acquisition of a partial stake in Getty Images Korea and the acquisition of other companies continued thereafter, and since these negotiations lasted until April 2025, the point at which the deal ultimately fell through should be considered 2025, not 2022.

According to the court ruling, the investment fund attempted to negotiate a plan for the return of investment funds with CEO Shin in 2023 but failed to reach an agreement. Consequently, following a resolution at the general meeting of fund members, they filed a lawsuit against CEO Shin personally.

Company Claims Limited by the Principle of Equal Treatment of Shareholders… Individual Obligations Recognized Separately

So why did the investment fund sue CEO Shin personally rather than OGQ? As a management firm responsible for recovering funds from limited partners (LPs) and managing the fund’s assets, it appears to have chosen a claim method with clear contractual rights and a high likelihood of enforcement.

According to the judgment, the court distinguished between the repayment obligations borne by the company and those borne by CEO Shin as an interested party. While an agreement in which the company guarantees principal repayment only to specific investors may violate the principle of shareholder equality and thus be invalid, the court held that CEO Shin’s promised repayment obligation was valid because the principle of shareholder equality does not directly apply to the legal relationship between CEO Shin and the investment fund.

CEO Shin’s side argued that, since the company was the entity that actually received the investment funds, his liability was in the nature of a guarantee attached to the company’s debt. Their logic was that if the company’s repayment agreement was invalid due to a violation of the principle of equal treatment of shareholders, his personal guarantee liability should also be invalidated.

The court did not accept this argument. It ruled that even if there were issues regarding the validity of the repayment agreement with the company, this did not render CEO Shin’s personal repayment obligation invalid.

Simply put, even though the 9 billion won was raised for the acquisition of Getty Images Korea, its legal form is not a loan but an investment paid in to acquire OGQ shares. The court ruled that while it may be difficult for the investment fund to demand repayment of the principal directly from the company, it is possible to hold CEO Shin personally liable under the contract.

Accordingly, the court ruled that CEO Shin must pay the principal amount of 9.0027 billion won, plus late payment damages at an annual rate of 12% from December 6, 2023, until the date of repayment. The appellate court upheld this ruling. As interest accrued during the litigation, CEO Shin’s debt has now swelled to approximately 12 billion won.

Although the court recognized CEO Shin’s personal liability for repayment, the issue of how to settle the principal investment remaining in the company’s account remains unresolved. Both sides have suggested solutions such as a selective capital reduction and the sale of individual shares; however, they have so far limited their discussions to exchanging positions through their legal representatives regarding the order of settlement for the principal and interest, as well as the preconditions for such actions.