대규모 협동조합 법제도 개선 과제

Since the enactment of the Framework Act on Cooperatives in 2012, the number of cooperatives in South Korea has surged, and some of them have grown into large-scale entities. This growth, however, has brought challenges similar to those faced by corporations, such as the separation of ownership and management. This can lead to executives pursuing their own interests at the expense of members. Furthermore, members of large cooperatives often contribute funds not for the original purpose of participating in a joint business, but for investment returns. Despite government policies encouraging this growth, the current Framework Act on Cooperatives lacks adequate solutions for these issues, particularly regarding the separation of ownership and management and investor protection in large cooperatives. There are also legal uncertainties regarding whether large cooperatives are subject to the Financial Investment Services and Capital Markets Act or the Act on the Regulation of Conducting Fund-raising Business without Permission. This paper proposes introducing special regulations for large cooperatives within the Framework Act on Cooperatives to address these issues. Given that the Act's goal is to promote social integration and balanced national economic development, it would be beneficial for large cooperatives to be re-envisioned as social enterprises, similar to benefit corporations in the U.S. or sociétés à mission in France. We propose that large cooperatives, defined by criteria such as the number of members or sales volume, should be legally required to declare specific public and social purposes. Their operation would then be monitored and supervised by an independent third party to ensure they meet these goals. In large cooperatives, members have little incentive to monitor executives, and the dispersed ownership structure by one-person-one-vote principle, prevents any single member from having a controlling interest. To solve this agency problem, the paper suggests several reforms. These include granting members the right to call for a general meeting and introducing electronic meetings and voting systems. It also recommends easing restrictions on capital refunding and share transfers, mandating external accounting audits, and giving federations and relevant ministries the authority to inspect and supervise cooperatives. Lastly, to address legal uncertainties surrounding the Capital Markets Act and the Act on the Regulation of Conducting Fund-raising Business without Permission, this paper suggests exempting cooperatives from these regulations due to their public and social nature. However, it also recommends introducing cooperative member protection mechanisms. This could include requiring disclosures similar to those in the small-amount offering disclosure statement under the Capital Markets Act. Additionally, platforms that facilitate member solicitations should be subject to regulations similarly to online small-amount investment brokers.