코스닥시장 우회상장제도의 명암:셀트리온 대 네오세미테크의 사례연구

Backdoor listing provides an easy access to the capital markets for an unlisted company to obtain listing status by merger and acquisitions with a listed company without having to pass listing eligibility reviews. It is expected to serve as a channel for a growing company to mitigate costs needed to satisfy rigorous listing requirements and help facilitate rapid growth of promising high-tech sectors in the market. Due to the relatively lax procedures, it also tends to be exploited by fraudulent companies, causing investors to suffer from losses from management malpractice, embezzlement, and stock price manipulations. The two recent cases of Celltrion and Neosemitech vividly present contrasting episodes of the bright and dark sides of the backdoor listing in the Kosdaq market. Both companies were acknowledged for their superior expertise and growth potential in their respective industries. They also share dramatic growth features within relatively short period of time before their listings. The backdoor listing in May 2008, provided a momentum for Celltrion on the one hand, to achieve accelerated growth, largely owing to the enhanced market confidence and trust. The stock price skyrocketed over the next 12 months and as of 2009, the market value of Celltrion recorded two trillion won, which was the largest in the Kosdaq market at the time. On the other hand, Neosemitech became a listed company in 2009 through backdoor listing, in which it merged with the D&T, a listed firm in Kosdaq. However, in less than a year, the auditor of the firm issued a disclaimer of audit opinion, which made the firm delisted in September 2010. This unprecedented situation turned out to stem from accounting fraud and unfair trading practices conducted by the CEO. The company performed false disclosures and inflated sales and assets on the financial reports. As a way of searching for underlying causes for such contrasting results, we looked into the governance structure as well as the quality of financial statement information of both companies. Regarding the former, Celltrion maintained open system supported by sound internal control system since its founding, whereas in Neosemitech, governing power appears to have been centered around a single founder-owner-manager, coupled with the lack of adequate accounting information system. Celltrion successfully entered the market equipped with transparent structure which helped to enhance market credibility. This was not the case with Neosemitech unfortunately. The CEO of Neosemitech appears to have chosen backdoor listing mainly to circumvent rigorous listing procedures in the pursuit of self-interests. In addition, the analyses of financial statements of two companies suggest that the two cases offer dramatically contrasting pictures in terms of discretions exercised by managers. The degree with which manager of Neosemitech engaged in earnings management not only by accruals but also via real activities far exceeded those of benchmark sample companies. The measures of discretionary accruals and abnormal real activities of Celltrion seldom exceeded the normal ranges, demonstrating that the financial statement analysis may prove helpful in diagnosing symptoms well before the fraudulent accounting materializes.