스타트업의 지배구조 - 미국의 논의를 중심으로 -

This article explores how startups can differ from traditional public company in terms of how they raise capital and how this causes different conflicts. The typical agency problem (ʻʻvertical conflictʼʼ)  arising from the separation of ownership and control. Startups are not as strongly subject to the principal-agent problem as a form of vertical conflict because the owners are in large part the managers and the shareholdersʼ and managersʼ roles are overlapping and shifting over the startupsʼ life cycles. However, each round of capital-raising may bring shareholders with different terms and interests from those of existing shareholders into the capital structure. Thus, conflicts among shareholders (ʻʻhorizontal conflictsʼʼ), namely those between preferred and common shareholders, between preferred shareholders only, and between common shareholders only, increase as startups mature and increase in governance complexity. Academic scholarship and practitioners have ignored the potential for horizontal conflicts, or they naively believe that venture capital contracts with protective terms can solve the problem. These conflicts, however, tend to become more frequent when startups engage in sequential rounds of share-issuing with protective terms.