중소벤처기업의 지배구조에 관한 법적 쟁점

There has been no active discussion about corporate governance of SMEs, including venture companies. In most small and medium-sized venture companies(SMVs), ownership and management are not separated, so there will be no agency problem between the management and shareholders right away. However, considering the characteristics of SMVs that aim for growth, it is necessary to think differently. SMVs will inevitably face the problem of improving their governance structure as they grow their size. The discussion on the governance structure of SMVs needs to be approached in terms of support for corporate growth as a proactive measure rather than in terms of ex post regulation. The core of the discussion on corporate governance regarding SMVs will be on whether to centralize or decentralize the ownership structure of stocks, which is the center of corporate governance. Although the ownership structure of SMVs is affected by several factors, it is closely related to the company's financing method. Investors who acquire shares in the company through acquisition of new shares seek to protect their interests by securing contractual rights that exceed those recognized under the Commercial Act while respecting the management rights of the founders. When a share subscription agreement is concluded, the contract usually includes information related to investor protection. Since SMVs are closed, it is difficult to obtain objective information about the company compared to listed companies. Therefore, investors may have the company state certain matters and hold them liable if they are not true, such as statements and guarantees and compensation for damages in case of violation, or provide important information to the company every certain period. In this case, there is a possibility that the contract between the controlling shareholder and the investor who is a minority shareholder may not be binding on the company. Therefore, it can be considered to prepare a special legal mechanism so that the agreement can be normally implemented, or to introduce a governance-related system that can be specifically applied to venture companies as a weak stage before general regulation. For this, large-scale capital investment is required for SMVs, and the invested funds will greatly contribute to the growth of the company, and in the process, the corporate governance structure will be improved in a positive direction.