사모투자전문회사의 지배구조 -정관자치의 관점에서- = A study on the Governance Structure of Korean PEFs

다국어 초록 (Multilingual Abstract)

This article deals with the governance system in the Korean PEPs (Private Equity Funds) that are newly introduced in 2004 by amending the Indirect Investment Asset Management Business Act. Unlike other fund forms, in which the status of `managers` is conceptually separated from that of the `investors`, the PEPs should allow the manager to take up the investor position. That is the reason why the legislation adopted for the PEPs the form of the company with managing partners and non-managing members, in which the manager can be an investing partner. But, there are many potential problems in the operation of the PEPs, since the the company form with managing partners and limited liability members that is taken for the PEFs has never been popular in Korea: Due to the lack of the study on the relationship among the participants in the company, it is very likely that there may arise lots of unanticipated Questions on the governance system in the PEFs. First, this article investigate (i) what are the powers and status of the managing partners and non-managing members, and then (ii) whether and how these different status of the members may lead to the conflict of interest situations among the participants. Secondly, the article classifies the kinds of conflict of interest situations arisen among the participants into three categories, according to their different status. Finally, the article offers solutions to solve these conflict of interest situations by providing conflict resolving mechanism and monitoring mechanism for the non-managing members. Particularly, this article argues for the introduction of the members` assembly In the PEPs, and emphasises the importance of the members` assembly for dealing with members` conflicts from the autonomy`s point of view.