SOMA Law Group has delivered a practical seminar, "Corporate Law Essentials for Investment and Portfolio Teams," to the investment and portfolio management professionals of a leading Korean venture capital firm.

The seminar was arranged at the request of a prominent Korean venture capital firm that invests actively in a diverse range of companies across a broad portfolio. It was designed to help the firm's investment and portfolio teams read the governance of their portfolio companies accurately and exercise their contractual rights within the framework of corporate law.

In venture investment practice, contractual rights such as prior-consent rights, director nomination rights, and information rights all operate on top of the shareholder-meeting and board procedures prescribed by corporate law. Where those procedures are misunderstood, hard-won contractual rights can be rendered ineffective. SOMA structured the seminar around what to verify and when to intervene in practice, rather than the memorization of statutory provisions, from the perspective of privately held portfolio companies.

Topics covered

• The governance map of a stock corporation and the three roles a venture investor holds
• Shareholder-meeting practice
• Board practice
• The distinction between ordinary and special resolutions and its link to the design of contractual prior-consent rights
• Directors' duties of care and loyalty
• Post-investment portfolio management

Each topic was paired with a set of practical checkpoints the investment and portfolio teams can apply directly — from receiving meeting notices to obtaining minutes and cross-checking matters subject to prior consent.