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ICT 중소·벤처의 M&A를 통한 회수시장 활성화 방안 연구: 대기업의 역할 강화를 중심으로
제목 ICT 중소·벤처의 M&A를 통한 회수시장 활성화 방안 연구: 대기업의 역할 강화를 중심으로
저자 조유리 ·강유리· 김홍식 조회 14105
게재지 기본연구 권호 기본연구 14-10
언어 KOR 페이지 1-231 (총 231 pages)
PDF pdf열기ICT 중소·벤처의 M&A를 통한 회수시장 활성화 방안 연구: 대기업의 역할 강화를 중심으로 발행일 2014.12.31
분류정보 통신 > 통신정책
방송 > 방송정책
IT산업 > IT산업/시장
벤처기업은 유연한 조직과 높은 혁신성을 장점으로 산업 내에서 혁신과 구조조정을 촉진하고 고용을 창출하며 지역의 균형발전에 기여하는 등 국가경제에서 그 중요성이 부각되고 있다. 이러한 벤처․창업기업이 가지는 경제적 중요성에 따라 박근혜 정부는 취임과 함께 창조경제 아젠다를 제시하면서, 아이디어와 기술에 의한 창업에서부터 성장, 회수에 이르기까지 벤처기업의 생태계를 지원하겠다는 다수의 정책을 발표하였다. 창업과 관련하여 특히 주목할 만한 정부정책은 2013년 5월 발표한 ‘벤처․창업 자금생태계 선순환 방안’이다. 해당 자료에서 정부는 창업생태계를 ‘창업→성장→회수→재도전/재투자’의 라이프 사이클로 보는 관점을 제시하였다. 특히, 자금생태계를 선순환시키기 위한 핵심은 투자의 회수라는 점을 인지하고 세제지원, 규제완화, 정책자금 조성 등 전 분야에서 코넥스, 코스닥 등의 공개시장과 M&A 활성화를 다루었다.
하지만 창업동아리, 정책자금, 창업투자, 창업기업 수 등 창업기업의 설립 측면에서 창업정책의 성과는 어느 정도 시현되고 있는 반면, 벤처기업의 성장이나 회수는 아직 가시적인 성과가 더딘 것으로 보인다. 투자된 자금의 일부라도 투자자에게 꾸준히 돌아가야 자금이 선순환할 수 있다는 측면에서 회수시장의 어려움은 최근 활기를 띠고 있는 창업단계에까지 부정적인 영향을 미칠 수 있다는 우려로 이어지고 있다. 이는 국내의 회수시장이 단기간에 성과를 내기 어려운 취약한 구조에 기인한 것이다. 우리나라는 장외매각 및 상환(벤처기업에게 주식을 다시 매각함), 프로젝트를 통한 자금 회수(영화 등 프로젝트성 투자의 이윤 회수)의 비중이 70%를 상회하며, 벤처기업의 경영을 통한 성공적인 회수라 할 수 있는 기업공개(IPO)나 인수합병(M&A)은 30%도 되지 않는다. 이 중에서도 벤처 투자금 회수채널로 IPO에 주로 의존하고 있어, 또 다른 성공적인 회수방법이면서 대부분의 벤처기업들에게 실질적인 회수시장이라 할 수 있는 M&A의 비중은 미미하다. 반면에, 미국, 유럽, 중국은 다른 기업에 인수합병되는 비중이 전체의 80% 정도를 차지하고 있다.
기업 인수합병은 주식이나 자산을 매입하여 인수대상기업의 소유권이나 경영권을 얻는 것으로, 피인수-인수 기업 간 시너지 확보를 목적으로 한다. M&A를 통해 기업 운영 효율성을 강화하고 전략적 시너지를 발휘하며 우수한 경영진 고용이 가능하다는 측면에서 벤처기업 M&A를 통한 회수는 투자금 회수뿐만 아니라 기업경쟁력을 강화한다는 측면에서도 이점이 있다고 할 수 있다.
국내의 열악한 M&A 회수시장을 개선하기 위하여 정부는 ‘창조경제 실현계획’, ‘벤처․창업 자금생태계 선순환 방안’ 등에서 M&A 관련 제도 개선 방안을 제시하였는데, 2013년에 기술혁신형 M&A와 전략적 제휴에 대한 세제지원, 간이합병 적용 확대, 중소기업 졸업 유예기간 연장 등 방안이 발표되었다. 하지만 기존의 정책들은 투자회수 측면의 관점에서 접근한 것이 아니라, 중소․벤처 기업 간의 구조조정이나 외형적 성장 개념에서 M&A를 촉진하는 목적이 강했으며, 벤처기업 회수 관점의 M&A에 대한 정보와 연구는 부족한 실정이다. 회수개념의 벤처기업 M&A를 활성화 하기 위해서는 공급자인 벤처기업, 수요자인 인수기업, M&A 중간 매개체, 법률 및 자금공급 인프라 등 M&A 시장 전반에 대한 고려가 필요하다.
이에 본 연구에서는 국내와 해외 벤처기업 M&A 회수시장의 현황을 알아보고 활성화할 수 있는 정책 제언을 목표로 한다. 기업 인수합병은 연구 범위가 넓고 다양한 관점에서 분석이 가능하다. 그중에서 본 연구에서는 벤처기업 회수관점에 집중하여 M&A를 살펴볼 것이며, 특히 회수시장의 현황, 벤처 M&A 관련 법과 제도의 현황과 정책방향, 벤처 회수 M&A의 미시적인 실증분석이라는 세 가지 주 내용으로 한다. 전반적인 벤처 M&A 시장뿐만 아니라 벤처기업을 인수할 수 있는 잠재적 수요자그룹이라고 할 수 있는 대기업이 M&A에 참여했을 때의 법률적 문제를 살펴보았고, 대기업-벤처기업 M&A에 대한 실증분석을 제시하였다. 이를 통해 향후 정책에 대한 시사점을 도출하였다.
서 언···················································································································· 1
요약문·················································································································· 11
제1 장 서 론······································································································ 29
제2 장 벤처기업 회수시장 현황········································································ 42
제1 절 주요 회수 방법··················································································· 42
1. IPO(Initial Public Offering) ········································································ 43
2. M&A(Mergers and Acquisitions) ······························································· 43
3. 세컨더리(Secondary) 시장·········································································· 44
4. SPAC(Special-Purpose Acquisition Company) ············································ 45
제2 절 국내 회수시장 현황············································································ 46
1. 벤처기업 현황···························································································· 46
2. 회수시장 현황···························································································· 51
제3 절 해외 회수시장 현황············································································ 57
1. 미국············································································································ 57
2. 유럽············································································································ 62
3. 중국············································································································ 67
제4 절 소 결··································································································· 71
제3 장 벤처 M&A 관련 법률 및 정책 현황····················································· 75
제1 절 국내의 벤처 M&A 법률 및 정책······················································· 75
1. 상법············································································································ 77
2. 독점규제 및 공정거래에 관한 법률··························································· 91
3. 벤처기업 M&A 관련 최근 정책과 검토···················································· 98
제2 절 해외 주요국의 M&A 법률 및 정책·················································· 106
1. 미국·········································································································· 106
2. 유럽·········································································································· 108
3. 중국·········································································································· 110
제3 절 소 결································································································· 114
제4 장 벤처기업 M&A의 실증분석································································· 117
제1 절 관련 문헌 연구················································································· 118
제2 절 벤처 M&A 회수 계량 분석······························································ 126
1. 자료 설명 및 기초 분석··········································································· 126
2. 성공적인 회수 여부에 대한 로지스틱 회귀모형 추정····························· 137
제3 절 벤처기업 M&A의 인수기업에 대한 계량 분석································ 143
1. 자료 설명 및 기초 분석··········································································· 143
2. 벤처기업 M&A 수행 여부에 대한 로지스틱 회귀모형 추정·················· 154
3. 벤처기업 M&A 건수에 대한 음이항 회귀모형 추정······························· 160
제4 절 국내 ICT 벤처기업 M&A에 대한 유형 분석··································· 166
1. 분석 방법································································································· 166
2. M&A 사례 유형별 분석·········································································· 168
제5 장 정책적 시사점······················································································ 173
제1 절 M&A 펀드의 조성과 SPAC 활성화················································· 174
제2 절 M&A 중개 인프라 개선··································································· 179
제3 절 대기업 참여 활성화 방안·································································· 183
1. 제도의 개선······························································································ 183
2. 해외시장으로의 M&A 매각 활성화························································· 186
3. 성공한 벤처기업의 M&A 활성화···························································· 189
제6 장 결 론·································································································· 192
참고문헌············································································································· 197
[부록 1] 벤처등록요건···················································································· 207
[부록 2] 자본시장과 금융투자업에 관한 법률 중 M&A 관련 사항·············· 209
[부록 3] 전략적 M&A 유형··········································································· 223
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