사례 연구는 이전상장제도 및 신속이전상장제도에 대하여 학습하고 이전상장제도를 통해 코스닥 시장에 상장된 기업 중 상장폐지된 실제 기업사례를 통해 이전상장제도의 개선점을 도출하고자 하였다. 특히 사회적으로도 큰 파장을 불러일으킨 A사와 B사의 상장폐지의 징후 및 과정 등에 대하여 종합적으로 분석하였다. 이들 기업은 공통적으로 상장폐지기업의 주요 특징을 모두 보여주고 있었으며 그중에서도 특히 불안정한 지배구조, 불성실 공시, 영업활동 지표 악화 등의 특징을 확인할 수 있다. 이러한 기업들의 상장폐지 과정에서 투자자 및 채권자들에게 큰 손실을 끼칠 수 있다는 점에서 신속이전상장 제도를 포함한 전반적인 이전상장제도에 개선이 필요한 단계라고 볼 수 있다. 사례 분석 기업들이 모두 이전상장 직후 부실 징후를 드러냈다는 점에서 이전상장 이후 초반에 집중 관리 및 감독이 필요하다는 점을 시사한다. 특히 신속이전상장제도의 경우 성장 잠재력을 갖춘 기업을 발굴하기 위한 목적으로 기업계 속성 심사 및 경영안정성 심사가 면제되는데 상장폐지기업 사례를 살펴보면 기업계속성 및 경영안정성 측면에서 부실함을 여실히 나타나는 것을 확인할 수 있다. 따라서 이를 보완할 수 있도록 이전상장 초기에는 기업이 감사인을 자유선임하기 보다는 지정감사인제 도를 활용하거나 최대주주 지분율에 대한 의무보호예수제도 강화 등의 안전장치가 필요할 것으로 보인다.
In order for KONEX-listed corporations to be listed on the KOSDAQ market, they must meet the same listing requirements as unlisted corporations and go through the listing process. However, the "Fast Track" system was introduced so that firms can be quickly listed if it is performing well in the KONEX market although it does not satisfy KOSDAQ listing requirements. Continuous supervision of their financial position and governance structure seems necessary as companies listed through the "Fast Track" system are exempt from corporate continuity and management stability screening. Therefore, this case study attempt to analyze the switching of stock listing from KONEX to KOSDAQ market and “Fast Track” system, deriving policy implication through actual cases of delisted firms. Since 2014, a total of 81 companies have been switched to the KOSDAQ market from the KONEX market, of which 18 have been listed through the “Fast Track” system. It is true that the importance of the KONEX market and switching of stock listing is easily overlooked because not many firms are targeted. Meanwhile, in the case of firms that have been relocated from the KONEX market to the KOSDAQ market, the delisting of the two companies has caused great damage to investors as they raised large amounts of funds through the capital of KOSDAQ market participants. In this case study, we analyze the processes of delisting of firm A and firm B, which caused huge economic and social damage. Firm A was listed on the KOSDAQ market through “Fast Track System” in 2016 based on its health food business. However, shortly after the switching of stock listing, firm suffered several crises such as drastic drop in performance. Meanwhile, CEO and large shareholders have frequently changed, revealing an unstable corporate governance structure. Eventually, the Korea Exchange held the KOSDAQ Market Committee on July 2020 to decide to delist firm A from KOSDAQ market. However, firm B was transferred to the KOSDAQ market in 2015. However, it revealed very unstable governance structure, with its 7 times of CEO turnover. In December 2019, charges of embezzlement and breach of trust were raised against the CEO, managing director, and vice president, which made firm B as a subject of substantial examination of eligibility for listing. Finally, on March 2020, the KOSDAQ Market Committee eventually decided to delist firm B. Overall, managements of Firm A are arrested on charges of taking unfair profits through the accounting fraud. In addition, in the case of firm B, a trial is currently underway on charges of embezzling corporate funds and falsifying its financial statements. We can find common characteristics of delisted firms: 1)unstable governance structure, 2)unfaithful disclosure, and 3)deterioration of business activity indicators. Firstly, both firms experienced changes in management including frequent CEO turnover. Moreover, we can also find the embezzlement or malpractice of CEO, vice president and other managements. Secondly, sanctions were imposed against both firms because of unfaithful disclosures. In the case of firm A, it was designated as a “firm issuing unfaithful disclosure” in 2020 due to the events including the delay of disclosing the information of the large shareholder ownership. In the case of firm B, it is designated as firm issuing unfaithful disclosure” because it withdrew the decision to acquire bonds in 2019. Finally, the business indicators got worse rapidly immediately after the switching of stock listing. For example, the accounts receivables turnover was very low compared with the industry average, and the amount of inventory to sales is only the half of the amount of industry average. Based on the cases of firm A and firm B, it seems necessary to improve the regulation regarding the switching of stock listing from KONEX to KOSDAQ as it can cause great losses to investors and creditors during the process of delisting. The fact that firms showed signs of insolvency within two or three years after the stock listing suggests that intensive monitoring and supervision is needed in the early stage of stock listing. “Fast Track “system provide exemption about screening of corporate continuity and management stability to discover companies with growth potential. However, the cases of delisted firms clearly show insolvency in terms of corporate continuity and management stability. Therefore, it would be better to use the designated auditor system rather than allowing the company to freely appoint auditors or improve compulsory separate safekeeping in the early stages of the stock listing.