Governance as Gatekeeper
Four months. That is how long it took Market Kurly to harmonise governance across eighteen institutional investors once foreign capital reached its Series C. One layer down from Article 2.
Saint Clair Capital · Ground Truth | July 2026
Executive Summary
Foreign capital reached Market Kurly’s Series C and found governance as the binding constraint. Harmonising consent rights across roughly eighteen institutional investors — the company’s existing domestic shareholder base — took four months, the same figure Article 2 measured at Coupang’s contract layer, recurring here one level down. The governance a foreign investor requires is specific: an independent board and a functioning audit committee, disciplined documentation of resolutions and intellectual property (IP) assignments, standardised reporting on a fixed cadence, and clear ownership of the IP the valuation rests on. Few Korean companies meet the full set before a foreign round arrives. The domestic system never tested for it, and nothing before that point required a founder to build toward a standard nobody around them enforced. Park Hee-duk’s Kurly case establishes the sharper claim: governance readiness gates the transaction ahead of product-market fit, and the rebuild it demands runs six to eighteen months that most founders do not have when the foreign investor is already at the table. The implication generalises. Every cross-border transaction in this series has needed a translation between the Korean domestic standard and the global one. Where that translation exists in advance, capital moves. Where it does not, the company builds it under deadline pressure, at cost.
The Kurly Delay
Foreign capital reached Market Kurly’s Series C already knowing what it wanted: dawn delivery at national scale, a merchandiser-selection engine investors elsewhere would recognise as defensible, and a company growing into infrastructure Korean e-commerce lacked. What it found, once due diligence moved from the product to the paperwork, was a governance structure built for a different kind of company.
Some eighteen institutional investors — its existing domestic shareholders — held positions on Kurly’s cap table by the time foreign capital arrived at the round. Each carried consent rights negotiated under the Korean shareholder-agreement convention: individually held, individually exercised, individually renegotiated whenever a new investor sought to enter. Harmonising those eighteen positions into a structure the incoming capital could actually underwrite took four months.
Article 2 of this series measured a near-identical figure at Coupang’s Series C: four months for Sequoia Capital to secure consent from roughly twenty Korean shareholders before its capital could close. That article read the number as contract architecture: the cost of reconciling individual veto rights with a syndicated global round. The number recurs at Kurly because the underlying problem recurs. What took four months to fix, underneath the contract, was a governance structure with no board discipline, no independent oversight, and no mechanism for resolving disagreement short of renegotiating from zero each time an investor changed.
Look at the same four months from the governance side rather than the contract side, and a different diagnosis appears. The consent-rights problem at Kurly’s Series C sat downstream of a company that had never been asked to operate a board an international investor would recognise. Eighteen investors held individual veto positions because no board structure existed to aggregate their interests into a single governing voice. The contract chaos was a symptom. The governance vacuum underneath it was the condition.
This is Park Hee-duk’s framing of the case, and it is the sharpest form the diagnosis takes across his interview record: Kurly’s internationalisation was gatekept by governance readiness, ahead of product-market fit. In his words: “For companies to expand globally, they need to be prepared. Global expansion is only possible when companies meet global standards.”
Kurly’s product worked. Its dawn-delivery model was, by the account of investors who examined it, a competitive asset, reproducible and defensible on its own merits. None of that reduced the four months required to rebuild the company’s governance into a form foreign capital could underwrite. The product question and the governance question, in this framing, are sequential.
Four months is what it costs to build, retroactively, the governance a company needed from the start. The remainder of this article examines why that governance was never built, and what building it actually requires.
What Global Governance Requires
Global governance, in the vocabulary an international investor actually uses, breaks into four requirements: board composition, documentation discipline, standardised reporting, and IP ownership clarity. None of them is exotic. All four are, for most Korean companies before a foreign round, unmet.
The first is board composition. An international investor expects a board with independent directors who owe no operational loyalty to the founder and no capital relationship to any single shareholder, and an audit committee that meets on a schedule, reviews financial controls, and produces minutes an external auditor can rely on. Korean companies at Series B or C scale typically have neither. The board, where one exists formally, is often an assembly of major shareholders rather than a governing body with independent judgement, closer to a shareholders’ meeting under another name than to the oversight structure a global fund’s own limited partners require it to confirm exists before capital moves.
The second is documentation discipline. Board resolutions, properly minuted and dated. Shareholder consents, executed on a standard template. IP assignments, executed at the moment intellectual property is created rather than reconstructed under deadline pressure once a due-diligence request arrives. Korean legal practitioners who work this seam professionally confirm the pattern: documentation chaos is the norm. The paperwork usually exists somewhere, unindexed and undated, spread across founders’ personal drives and early employees’ inboxes, in a form no due-diligence team can rely on without weeks of reconstruction.
The third is standardised reporting. An international investor expects a key performance indicator (KPI) cadence tracked as a matter of course, set well ahead of any data room. It expects financial controls that produce numbers consistent from one reporting period to the next, prepared to a standard an outside auditor recognises. Korean companies commonly report to domestic investors on an ad hoc basis, numbers assembled when asked rather than tracked continuously against a standing framework. The difference is one of infrastructure more than rigour: nobody built the system that produces the numbers on a schedule, because nobody asked for one on a schedule until the foreign round arrived.
The fourth is IP ownership clarity, and it is the requirement founders most often discover too late. Employee invention agreements, in the Korean corporate default, are frequently informal or unresolved: engineers build the product; the company assumes it owns what they build; nobody signs anything that says so. International investors do not make that assumption. Diligence counsel for a foreign round will ask, company by company and patent by patent, who actually owns the intellectual property the valuation is built on. Where the answer is unclear, the round slows, or the price moves, or both.
Korea’s own governance law has begun to move. The Commercial Act amendment that took effect in July 2025 extended a director’s duty of loyalty from the company alone to the company and its shareholders, the fiduciary standard international investors rely on. Much of the wider reform package around it is drawn for listed companies, and what a duty owed to shareholders asks of a private venture-stage board is a question Korean practice is still answering. A standard has been raised. The board file at a Series B or C company reads much as it did before.
The contract layer moved next. On 30 June 2026 the standard venture investment contracts were revised for the first time in three years, and the revision separated the investment agreement from the shareholders’ agreement. It is in the shareholders’ agreement that unanimous investor consent gives way to collective consent within a round, at a two-thirds threshold: the harmonisation problem this article opened with, addressed at its source. The revision is a model contract rather than a rule, and it governs only agreements written after it. Korea has named the problem and solved it forward, which leaves every cap table assembled before June 2026 exactly where it stood.
Each of the four requirements is invisible under one specific condition: as long as no global investor has underwritten the company, none of them is tested. A Korean company can run for years on a board of major shareholders, informally minuted decisions, ad hoc reporting, and undocumented IP assignments, and nothing in its domestic operating environment will surface the gap. Domestic investors do not ask these questions, because domestic investors operate inside the same convention the company does.
That is what makes the moment foreign capital arrives distinctive. That moment does more than test price or terms. It is the first moment the company’s governance is measured against a standard it was never built to meet, by a counterparty with no reason to compromise on the measurement.
Why Founders Do Not Know What They Do Not Know
The natural response to the governance gap, at the policy level, is procedural: publish the requirements, run the training programme, close the awareness deficit. That response assumes founders do not know the rules. The more accurate diagnosis is narrower and harder to fix: founders do not know the rules exist, because nobody inside their operating environment has ever had reason to invoke them.
A Korean founder building a company through Series A and Series B, funded by domestic venture capitalists operating under domestic convention, is never asked to seat an independent director. Domestic term sheets do not require it. A Korean founder is never asked to run an audit committee, because the shareholder base evaluating the company does not expect one. Korean corporate counsel, retained to close domestic rounds competently and on schedule, is rarely asked to build a governance file that would satisfy a foreign investor’s diligence team, because the founder has never needed one and the counsel has never been asked to deliver one.
This is a familiar structural problem wearing a specific costume: competence inside one system does not transfer automatically to a different system, particularly when the first system gives no signal that a second, incompatible standard exists. A founder who has closed three funding rounds successfully, on time, at reasonable valuations, has every reason to believe the company’s governance is adequate. It has been adequate, for every purpose the company has so far been tested against.
The awareness gap belongs to the system the founder operates inside. Nothing about running a company well by domestic standards prepares a founder for the itemised list of requirements a foreign round will impose. Domestic standards and the foreign standard are separate specifications, built by separate institutional histories, that happen to apply to the same company at different points in its life.
The gap becomes visible only when a global counterparty appears and asks the questions domestic capital never asked. Before that moment, the governance a company has is, from the inside, simply the governance a company has. No signal inside the domestic system tells a founder the standard is about to change. The Korean legal profession, for the most part, serves the domestic system it operates inside. A founder’s own counsel is retained to close Korean rounds under Korean convention, and is rarely instructed to build toward a standard no domestic counterparty will test. Where the demand has never existed, neither has the practice.
The consequence surfaces at exactly the wrong moment: not during a calm planning cycle when it could be addressed at leisure, but in the middle of a live fundraising process, under a term sheet with a closing date, when a foreign investor’s diligence team asks for documents that do not exist in the form requested and a board structure the company has never operated.
Governance as Pre-Condition
Park’s Kurly case study makes an argument stronger than “governance matters.” It makes the argument that governance is the pre-condition, sequenced ahead of the product-market question a foreign investor is nominally there to evaluate.
This is an inversion of how the domestic system trains founders to think. Inside Korea’s venture convention, the operating assumption is that product and traction come first: build something that works, prove customers want it, and the capital follows because the numbers earn it. That sequence holds for domestic capital. It is incomplete for the specific transaction a foreign round represents. A foreign investor evaluates product-market fit as one input among several, and treats governance readiness as a gate the company must clear before the product evaluation reaches term-sheet stage. A company that cannot demonstrate a board, a documentation trail, and clean IP ownership does not get to the point where its product is judged on its merits. The transaction stalls at the gate, regardless of how strong the underlying business is — Kurly’s own four months, examined above, is the case in point: a competitive product bought no discount on the governance rebuild.
The practical implication is severe, and most Korean founders discover it only once they are already inside a live negotiation. Meeting the four requirements set out above is not a weekend’s paperwork; each takes years to build properly and cannot be manufactured to order once a term sheet appears. A company that wants global capital must, in effect, rebuild itself before it can be underwritten.
This rebuild is neither fast nor free. By the pattern this series has observed across the governance requirement set, the process runs six to eighteen months for a company starting from a typical Korean domestic governance baseline, longer where the documentation gap runs deep or the IP ownership questions touch multiple generations of early hires. The cost runs beyond legal fees, into the operating time of a founder and a leadership team who are simultaneously expected to run the company, close the round, and rebuild the governance the round requires, on overlapping calendars.
Here is where the mismatch bites hardest. Most Korean founders do not have that runway when the foreign investor actually arrives. A company that has grown to the point where it attracts serious international interest is, by definition, past the stage where a leisurely governance rebuild fits comfortably into the operating calendar. The foreign investor’s interest itself creates the time pressure: a term sheet carries a closing window, a competing domestic round may be running in parallel, and the company’s own growth trajectory does not pause while independent directors are recruited and an audit committee learns to function. The governance rebuild that should, ideally, have started years earlier is instead compressed into the months a live transaction allows.
This is the structural bind Kurly’s Series C made visible, and it recurs wherever Korean companies reach the threshold of serious foreign interest. Governance readiness is infrastructure: either built during the years when there was no external pressure to build it, or absent when the foreign investor finally arrives, in which case the company pays, in months, in negotiating leverage, and sometimes in valuation, for infrastructure it should already have had.
The Translation Gap
Step back from Kurly’s specific four months, and the pattern generalises across every serious cross-border transaction this series has examined. Article 2 found it in contract architecture: the individual consent rights, the club-deal structure, the absence of a syndication convention that would let a lead investor bind the round. Article 4 finds the same pattern one layer down, in governance: no independent board function, no standing audit discipline, no documentation trail, no settled IP ownership. Different layer, same shape. A domestic standard, internally coherent and functionally adequate for the domestic system it serves, meets a global standard built by a different institutional history, and the two do not translate on contact.
The translation has to happen somewhere. Two ends of it already exist and are already visible: the Korean domestic governance convention the company was actually built under, and the independent global governance standard — assembled across jurisdictions and owed to none of them alone — the foreign investor’s own institutional obligations require it to enforce. What sits between them is the actual mechanism: the way a company’s governance moves from one standard to the other on a timeline a live transaction can survive. This series has so far only described that mechanism by its absence: the four months Kurly spent building it under deadline pressure, the four months Coupang spent building the contract equivalent under the same pressure two years earlier.
Every cross-border investment relationship this series has examined needs that translation to exist somewhere, performed by someone, before capital can move. Where it does not exist in advance, the company builds it in real time, expensively, during the transaction that most needs it to have been built already. Where it does exist in advance, the translation happens off the critical path, and the four months these two articles have each measured, in two different companies, at two different layers of the same structural problem, does not need to happen at all.
A gap this specific, this recurring, and this costly does not stay unaddressed indefinitely. Somewhere, the translation is being built. The rest of this series is, in part, the search for where.
Sources:
Park Hee-duk, interview and lecture series, eight items 2022–2025. V1–V3, V5, V6 video interviews on Korean channels (이해, 야단법석, VC인터뷰). Consolidated analysis on file.
Park Hee-duk, V6 governance case study (Market Kurly) and consolidated findings memorandum, 17 March 2026: on file.
벤처투자 표준계약서 (standard venture investment contracts), revised edition announced by 중소벤처기업부 (Ministry of SMEs and Startups) and 한국벤처투자 (Korea Venture Investment Corporation) at the 벤처투자 계약문화 발전 선포식 (Venture Investment Contract Culture Development Declaration Ceremony), 30 June 2026 — the first revision in three years. The revision separates the investment agreement from the shareholders’ agreement; in the shareholders’ agreement, unanimous investor consent is replaced by collective consent of holders of two-thirds or more within the same round. A model contract; adoption is voluntary and it applies to agreements concluded after that date.
Korean Commercial Act amendment (이사 충실의무 확대 / directors’ duty of loyalty extended to “the company and its shareholders”): passed the National Assembly 3 July 2025, in force 22 July 2025.
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About Saint Clair: Saint Clair is a cross-border investment firm between Europe and Asia: an institutional investor that also builds the infrastructure through which capital crosses borders. Since 2016.