사모집합투자기구의 지배구조에 관한 연구

Research on the Governance Structures in Privae Equity-Focusing on the Privately Placed Fund for Qualified Investors Only -

Agency problems occur because of conflicts of interests between the management and stockholders not only at companies that separate ownership and management but also at collective investment vehicle. It is because investors who supply funds and investment managers who perform a leading role in collective investment are separated. As a financial market has specialized and highly developed, collective investment, an indirect investment system, has been becoming an important means of investment. And its influence on the financial system has also become greater, so appropriate regulation and supervision on it is needed. Unlike general corporate governance, as for the governance of collective investment vehicle, fund activism that means active intervention in management of business activities should be considered. Especially, private fund is excluded from a variety of regulations that are applied to general public fund. Therefore, the legal system of corporate governance as a prior control system is much more important. Operating instructions from investors have no influence on collective investment, so the role of board of directors is more important than any other aspects of corporate governance. Therefore, in order to improve the governance of fund, it is needed that the role of each committee should be strengthened and independence of outside directors should be acquired. This thesis examines the special features of governance of private fund, compared to general corporate governance. And it also examines commercial law, financial investment services and capital markets act, and related regulations of financial corporate governance code, which was recently enacted by financial services commission. With these examinations, it studies improvement plans of legal system for building up appropriate governance of private fund, especially hedge fund in form of company.