Convertible Preferred Stock (CPS) Investment and Shareholders Agreements in South Korea
Investment & Shareholders Agreements
Contents
- 1. What is convertible preferred stock (CPS), and why use it?
- 2. What goes into the Investment Agreement (SPA)?
- 3. What are the key clauses of the Shareholders Agreement (SHA)?
- 4. Why does conversion ratio adjustment (refixing) matter?
- 5. Which clauses should founders watch most?
- Download the CPS contracts
- Frequently Asked Questions
Convertible preferred stock is, after redeemable convertible preferred stock (RCPS), the most common investment instrument in Korean venture financing.
Its structure combines the safety of preferred stock with the upside of conversion into common stock, giving investors downside protection while keeping the upside open. This article reviews the Investment Agreement (SPA) and Shareholders Agreement (SHA) used for CPS investments on a clause basis, and highlights what founders must confirm before signing. The 2026 revised KVCA standard forms are available to download below.
- 2026 Amendments: What Changed
- Convertible Preferred Stock (CPS) Agreements (this article)
- Redeemable CPS (RCPS) Agreements
- Common Stock Agreements
- Convertible Bond (CB) Agreement
- Bond with Warrant (BW) Agreement
- [In depth] Refixing (Conversion Price Adjustment)
1. What is convertible preferred stock (CPS), and why use it?
Convertible preferred stock (CPS) is preferred stock that ranks ahead of common stock in dividends and liquidation, while also carrying a right for the investor to convert it into common stock. Under the Korean Commercial Act, it combines the character of a dividend-preference class share (Article 344-2) and a convertible class share (Article 346).
For investors, CPS defends the downside through its preference when the company struggles, and captures the upside through conversion when the company grows. For the company, it is lighter than redeemable convertible preferred stock (RCPS) because there is no redemption obligation.
2. What goes into the Investment Agreement (SPA)?
The Investment Agreement governs the “execution” stage. The core terms of the CPS issuance sit here.
- Share issuance — type, number, price, and payment date of the shares issued.
- Preferred dividend — the preferred dividend rate, and whether it is participating and/or cumulative.
- Conversion right — the conversion period, conversion ratio, and grounds for adjusting the conversion price.
- Conditions precedent and reps & warranties — conditions to be met before payment, and the company’s and founders’ representations and warranties.
Whether the preferred dividend is “participating/non-participating” and “cumulative/non-cumulative” significantly affects the amounts actually received on dividends and liquidation, so confirm these precisely.
3. What are the key clauses of the Shareholders Agreement (SHA)?
The Shareholders Agreement governs the rights and obligations among shareholders after the investment. The clauses that directly affect governance and exit are gathered here.
| Clause | Content |
|---|---|
| Prior consent rights | Requires investor consent for certain matters — charter amendments, new share issuance, disposal of major assets, etc. |
| Director designation | The investor’s right to designate a director or auditor. |
| First refusal / co-sale | On a founder’s sale of shares, the investor’s right of first refusal or tag-along. |
| Drag-along | Under certain conditions, the investor may require the founder’s shares to be sold together. |
4. Why does conversion ratio adjustment (refixing) matter?
Conversion ratio adjustment (refixing) is an anti-dilution mechanism that lowers an existing investor’s conversion price — increasing their share count — if a later round is done at a lower price. It protects the investor, but dilutes the founder that much more.
Whether the adjustment is “full ratchet” or “weighted average” greatly changes how much of the founder’s stake is lost. Before accepting the standard form as-is, be sure to check this adjustment formula and its scope.
5. Which clauses should founders watch most?
Three clauses tend to weigh most heavily on founders in a CPS deal. First, the joint and several liability of the interested party (founder) — the extent to which the founder is personally liable, together with the company, for breaches of the reps and warranties. Second, the scope of prior consent rights — if too broad, even ordinary management decisions can be constrained. Third, the trigger conditions for penalties and damages.
These clauses appear in the standard form, but the actual burden varies with the company’s situation. Atlas Legal advises on these clauses one by one during the fundraising stage and helps build a negotiation strategy. ▶ See the methods, math, and regulation of refixing in the dedicated in-depth article.
These files are the standard contract forms distributed by the Korea Venture Capital Association (KVCA), revised April 2026. The documents are in Korean. Actual transactions require review and tailoring to the specifics of each deal; these materials are provided as reference forms and do not constitute legal advice on any particular matter.
Frequently Asked Questions
Q. How does convertible preferred stock differ from common stock?
A. Convertible preferred stock ranks ahead of common stock in dividends and liquidation, and lets the investor convert into common stock. Common stock carries no such preference.
Q. What is the difference between “participating” and “non-participating” preferred dividends?
A. Participating preferred stock receives its preferred dividend and then also shares in the remaining dividend alongside common stock. Non-participating preferred stock receives only the fixed preferred dividend. The difference is significant on liquidation or sale.
Q. Does refixing hurt the founder?
A. Refixing preserves an existing investor’s stake when a later round is done at a lower price, which dilutes the founder that much more. The adjustment method and scope should be negotiated.
Q. How many contracts does a CPS investment require?
A. Under the 2026 split structure, an Investment Agreement (SPA) and a Shareholders Agreement (SHA) are used together. You can download both forms below.
Q. What problems arise if prior consent rights are too broad?
A. If the scope of matters requiring consent is too broad, even ordinary management decisions may require investor consent, which can constrain management. Keeping the scope reasonably limited is important.
To consult Atlas Legal on reviewing or negotiating a CPS investment contract in South Korea, please contact us at +82-32-864-8300 or info@atlaw.kr.
