기업 독립 회사(CIC)의 이해와 구현

### CIC의 이해: 기업 혁신을 위한 새로운 접근 방식
* 💼 CIC는 기존 사업 조직 내 독립된 사업부가 별도의 법적 지위 없이 **독립성을 강조**하며 별도의 회사처럼 운영되는 개념입니다.
* 🏢 CIC는 대기업과 중소기업이 복잡한 조직 구조 내에서 신속한 의사결정을 내리고 내부 혁신을 촉진하는 데 직면하는 문제를 해결하기 위한 것입니다.
* 💡 성공적인 CIC는 모회사 내에서 성공하기 위해 **재정적 독립성, 인사 독립성, 독립적인 의사 결정권**을 확보해야 합니다.
* 📊 CIC의 성공을 방해하는 **5가지 일반적인 장애물**은 다음과 같습니다:
- **충분한 독립성을 부여하지 않음**
- **CIC의 역할에 대한 오해**
- **비효율적인 의사 결정 프로세스**
- **리소스 부족**
- **기존 회사 구조와 충돌**합니다.
* 🌐 네이버와 카카오는 **CIC를 성공적으로 도입한 사례**로 꼽히며, 네이버의 경우 시간이 지나면서 **완전한 독립 회사로 발전**하고 있습니다.
* 🔒 운영 규정 마련, 전담 운영팀 구성, 향후 분사 또는 합병 고려 등 **CIC의 독립성과 성공을 보장하기 위한 법적 및 운영상의 과제**를 해결해야 합니다.
* 🌍 해외 CIC 설립을 고려하는 기업의 경우, **세부 운영 규정을 만들고 주요 구성원의 역할과 잠재적 보상**을 정의하며 향후 독립성을 위한 법적 영향도 고려하는 것이 좋습니다.
* 📈 이 글은 혁신과 새로운 시장 전략을 주도하는 CIC의 잠재력을 강조하며 **성공적인 실행을 위한 신중한 계획과 실행의 중요성**을 강조하며 마무리합니다.

산적한 불법 미끼 산업의 성공 전제는 독립성이며, 재정적, 인적, 사업적 독립의 필요성을 강조하는 세 권의 책으로 구성되어 있습니다.

As expected, if the wife's independent company has such concerns, the success premise of the mountainous illegitimate bait industry is independence in three volumes. Hello, I am a lawyer at Law Firm 10, leading the corporate team. Today, I will take a look at the concept of CRC, which stands for Compain't Compact, and why many companies are introducing CIC these days, what its characteristics are, how it differs from in-house ventures, and what legal aspects need to be prepared. Have you heard of the term CI system? CIC is a company within a company, translated into Korean as an independent company within a company. Let me briefly explain the concept of CI seals. Internal independent CIC is an independent division of the existing business organization.

As a company, it means an organization that operates overall tasks such as finance, personnel, operations, legal affairs, etc., necessary for investment and new business development, separately like individual companies, with each CI (Corporate Identity) representative of each CI. This concept of managing tasks like individual companies without separate corporate status is not the same as the concept of a legally recognized company. CIC (Company in Company), meaning this computer company, in other words, a separate independent company, is not a concept recognized by the law. CIC operates like individual companies, emphasizing the difference from existing corporate companies or ventures, without independent corporate status. It is a concept created and used in the industry to highlight this point. So, when you think of CIC, you can think of it as an organization that operates like individual companies without separate corporate status. Many companies like SK, Naver, Kakao, LG, etc., have recently introduced CIC and conducted research on the strategies of other companies.

Let me explain the background of Dongrim Company that emerged in the mountains. Existing large companies in Korea and medium-sized companies find it very difficult to make decisions within the organization. It takes a long time, requires attention to political aspects, and it is not easy for business to develop in this complicated situation. Consequently, various incidents that hinder internal growth momentum occur frequently in daily life. Therefore, there is a concern that it is not easy to create something new with the current internal structure. Even if there are excellent ideas, they often get buried. When someone suggests trying something new, like establishing a separate entity to test the idea, many employees hesitate and fear the challenge.

When you go as a corporation, not even a listed company with no name, you might feel resistance, psychological collapse, or burden psychologically. From the perspective of the management company, there may be concerns about resistance, psychological burden, synergy, and operational issues. Think about creating a team internally, making decisions quickly, and entering the market rapidly. However, creating a new corporation with unverified business ideas and market areas may not go well.

It's difficult, we have to dissolve the corporation again, and among them, we have to get approval from the existing investors, which makes things complicated. That's why this compromise form is a concern. It's not a separate independent corporation, but an organization within our corporation registry and dissolution, but it gives complete independence, so that it doesn't touch us, doesn't even consider our opinions in personnel management and operations. If independence is guaranteed in overall human resources and management regulations, wouldn't it be okay? And if so, for example, employees of a company like A will remain unchanged, but if they work hard, they can expect a stronger incentive here. At the end of the example, I wanted to mention a bit that internally in our company, there were some slow and frustrating parts, but some employees say they want to experience working in a new organization.

It's about meeting needs, so independent companies emerge to diversify business, enhance efficiency in developing new products, and develop new markets. They aim to attract talented employees who are considering leaving due to lack of motivation, to support a creative organizational culture, and ultimately to seize new markets by making decisions faster. This is a very similar concept to corporate ventures, which have similar concepts.

I am creating and operating an internal venture team, and the Benz of this mountain is actually similar to the basic purpose and concerns of an independent company in this mountain, and internal venture progresses from similar concerns. In terms of the degree of independence, the independent companies in this mountain guarantee independence more firmly in all aspects, while Benz is still positioned as a familiar concept within the organization. Therefore, in terms of this degree of independence, the external independent companies are evaluated as organizations that ensure much stronger independence. Similarly, if a single independent company was born with such concerns, the premise of success for the first company is that it must achieve financial independence, secondly, it must achieve independence in terms of personnel, and thirdly, it must make independent business decisions. How the next company can become independent ultimately depends on this.

Independence is a crucial presence in the success of a private company, even if it is a public company. Mr. Ko Chang-gae has created a seed for independence, but ultimately, independence does not guarantee security together, and in practice, it should be the same. The salary system should be the same, and opportunities should not be different. Focus only on what will benefit our company, and touch upon what needs to be touched, but once you start touching upon what you have gained, there is no reason to create a reason for the computer. Then there is no difference from the existing one. So, if we were to create an independent company in the computer, how would we systematically and practically nurture and protect independence and maintain independence in that area? That is the key. For financial independence, you can also use an independent audit system, and separately through public accounting.

When you have an office, you can have a financial system and even create a separate business registration to operate for impressive independence. To ensure independence, you can have a separate representative, and this representative, not just a team leader in the CRC, can have the authority to organize the organization and make changes to the personnel reward system differently from before. In practice, this aspect is a significant concern. From the perspective of the existing company, it raises questions about fairness. Employees who joined under the same conditions and signed the same labor contract may wonder why the personnel policy has changed suddenly. Therefore, ensuring complete independence while rigorously maintaining confidentiality is a practical challenge. This involves business independence, development research, or cell G, and such business aspects.

In making decisions, it is important to ensure independence in complex decision-making processes so that decisions can be made very quickly without the need for a complex hierarchical approval process. It is crucial to ensure the independence of business decisions in such aspects. Understanding and guaranteeing independence is a fundamental premise for the success of an independent company. I have identified five obstacles to the success of independent companies. The first obstacle is not granting independence despite setting up a committee for independence based on a complex power structure. The second obstacle is the lack of understanding in managing concepts such as whether the CRC is a team, a venture, or a telecommuting system. This lack of understanding often leads to the improper operation of independent companies. The third obstacle is the inefficiency of the decision-making process, which still exists.

When creating a CRC and making decisions, ultimately, it is made possible only through management. And it is not an independent company. Fourth, seeds were created due to lack of resources and talents, and financial support was provided from there. Then, support should be given in reverse while supporting independence. Instead of just creating seeds and cutting off support later, it should be properly adjusted. Fifth, due to conflicts with existing companies and debts, independent companies may not operate properly as they act as a parasite. Therefore, there are more cases where independent companies fail than expected. So, I looked into three conditions for the success of independent companies and five pains why independent companies are not operating properly, and cases. As a representative example, in Korea, Naver and Kakao are companies that utilize CIC well, especially Naver.

It started as a new business division within the organization in 2005, and after ten years of growth, it evolved into a venture on the mountain. In 2014, they thought it could be given more independence, so in 2015, they created CIC to turn it into an independent company on the mountain. They believed it had great potential in new markets and operated CIC so well that they decided to fully separate it. In 2017, a separate entity was established as a wholly independent company, ensuring its independence. Naver's CIC operates in this manner, systematically nurturing many CI talents such as On-A, Apollo, Adobe Revel, Poster, Ace, Naver Group's Bae, Naver Search, and Laber.

They provide support and ensure independence, while now there are cases that have succeeded. In 2017, Do-ye, a separate law was established as a Naver webtoon, and in 2019, Naver Financial became independent as well. Those CICs that have rolled well and successfully settled have been given independence. On the contrary, some have become independent by establishing separate corporate entities and then returned to being a CIC. Kakao is also facing many concerns now regarding the organization of Hum Earth related to Kakao. They are contemplating how to integrate commerce into KakaoTalk to maximize revenue and secure operating profits. KakaoTalk is actually closely related to commerce, so there is a lot of consideration on how to reorganize this part. Close to December 2018, they conducted a review to establish an independent corporate entity.

It is created and comes out, but after that, in September 2021, an independent law was enacted to liquidate the independent corporation within the corporation and make it into a CR company. In September 2011, it merged three times in an independent corporate form, so it was made into an independent company. If we do it like this, there is a limit to controlling to create synergy at the group level. The e-commerce part merged with our side, Tier 5 V-dubbing, to create strong synergy in one framework and one corporation, so it was made into CIC. As a result, CIC was not in an independent form, but rather as an internal division, so CIC was dismantled and had to be made into a new business division. Therefore, in January 2022, CRC was also eliminated and reorganized into the e-commerce business division within the organization. In the case of Naver, it was the opposite. Generally, from the mountain team, skipping internal ventures, they directly leap to independent ventures.

And then, in a more independent form, the independent law goes like this. On the contrary, in the case of independent companies like Kakao Commerce, after evaluating it as an external independent company, with the dismantling of this CIC, it is just integrated into the business division as a commerce business division within the organization, thus restructuring in a way that creates strong synergy within one organization. This CIC can be made independent as needed, or it can be reorganized into a business division. Depending on the intentions of management, shareholders, and management, we can consider how to operate this. In the case of companies like SK Telecom, operating CIC in SK Broadband, and also in the case of LG Group, LG Electronics operates in a CIC form, ensuring independence in management planning, finance, etc., without interference.

In cases where guarantees are provided, let's first conceptualize and concretize the concept of independent businesses up to now. Then, let's look at the success factors, pains, success cases, and how they are applied in large companies. Lastly, for those of you who are considering establishing an independent overseas business, I will briefly discuss how you can create it, how to operate it, and how to seize opportunities. First of all, in order to attract investors, we need guidelines on how we will operate this overseas independent business, who will be in charge of the operation, and how we will operate it in detail. That's where the overseas independent business operation regulations come in.

Regulations should include detailed guidelines on purpose, installation methods, overall operation, management, maintenance, investment, decommissioning, etc. The first step is to create operational regulations, and the second step is that for a single independent company to succeed, it is not about just leaving it alone, right? Ensuring the independence of a single independent company while providing financial support and opportunities to synergize with existing businesses, in this way, a dedicated operational organization is needed to grow independently. Therefore, it can serve as a communication channel between the parent company and the CIC, enabling independent synergy. So, do we need a dedicated organization or personnel for this? Thirdly, if the core members of the independent company are involved, ultimately, considering successful business mergers and even branching out as an independent entity in the United States.

There may be cases like this, and in preparation for that, it would be good for key members of the independent overseas company to specify weaknesses in the company through a detailed agreement. For example, it could be discussed what issues there are in the company and how we, as external parties, think that the form of this CRC is appropriate. Therefore, I, as a member of the CRC, may feel burdened, but if the CRC takes on such risks and successfully establishes a subsidiary later, I would appreciate it if you could guarantee me 3% of the shares. Additionally, I would like to secure 3% in options. If not, I would like to play a role at least as a non-executive director, and if there are individual requests like this, a separate agreement reflecting those requests may be needed. Therefore, legally, you may need to consider these aspects and proceed.

I think that in order to successfully establish a mountain independent company, it is necessary to make efforts. I have looked into mountain independent companies with you to revitalize various businesses outside the mountain by operating a circuit and utilizing independent companies outside the mountain well, which I think is a very good system for various new businesses and new market strategies. Also, I hope you make specific detailed considerations in advance, establish operational regulations, sign contracts, and even create a dedicated team in order to successfully settle down. Thank you for your attention so far.

사내독립기업의 성공전략과 실패요인, 대기업의 CIC도입 사례

스타트업, 주주권, 경영권분쟁, 협상, 설득, 대화에 대해 이야기 합니다. 
'류재언 변호사의 협상 바이블'과 '대화의 밀도' 저자이며, 8년간 세바시 협상스쿨을 운영해왔습니다. 
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협상가 류재언변호사 

한국 비즈니스에서 CIC(회사 내 회사)의 개념

현재 많은 국내 기업들이 기존 조직 내에서 개별 회사처럼 업무를 운영하는 방식으로 '회사 내 회사'의 약자인 CIC 개념을 도입하고 있습니다.

CIC는 국내 대기업 및 중견기업 내에서 의사결정의 어려움을 극복하고 내부 성장을 주도하기 위해 독립적으로 운영되는 사업부입니다.

새로운 아이디어를 테스트하고 빠르게 시장에 진입하는 동시에 기존 기업 구조 내에서 저항, 심리적 부담, 운영상의 문제를 해결해야 한다는 필요성에 따라 CIC를 도입하게 되었습니다.

기업 내에 독립 회사를 설립하려면 기존 투자자의 승인이 필요하고 인사 및 경영의 독립성을 보장하는 데 중점을 두어야 합니다.

기업 벤처의 개념과 유사하게 사업을 다각화하고 효율성을 높이며 유능한 직원을 유치하는 것이 목표입니다.

독립 기업의 성공을 위해서는 재정적 독립성, 인사 독립성, 자율적 의사 결정이 중요하며, 독립 감사 시스템을 활용하는 등 독립성을 육성하고 보호하기 위한 체계적인 접근 방식이 필요합니다.

독립 기업은 공정성과 기밀을 유지하면서 신속한 의사결정을 내리는 데 어려움을 겪습니다.

독립 기업의 성공 여부는 독립성 부여, 경영 개념 이해, 의사 결정 효율성 제고, 자원 관리, 기존 기업과의 갈등 해결 등의 장애물을 극복하는 데 달려 있습니다.

한국의 네이버와 카카오는 별도의 사업 법인을 통해 독립성을 확보하고 조직 내에서 새로운 인재를 육성한 성공적인 사례로 꼽힙니다.

일부 법인은 별도의 법률과 조직 개편을 통해 성공적으로 독립했습니다.

시너지 창출을 위해 독립된 회사를 다시 주력 사업 부문으로 통합하는 추세도 있습니다.

SK텔레콤, LG그룹 등 대기업들은 경영 독립성을 확보하기 위해 독립 사업부문을 운영하고 있습니다.

해외 독립법인을 설립하고 운영하는 과정에서도 투자자를 유치하고 운영 책임을 규정하기 위한 명확한 가이드라인과 규정이 필요합니다.

독립 기업을 위한 운영 규정 및 전담 조직의 중요성

운영 규정에는 독립 기업을 위한 설치, 운영, 유지보수 및 해체 지침이 포함되어야 합니다.

단일 기업의 성공과 독립을 위해서는 전담 운영 조직을 구성하여 기존 사업과의 시너지 효과와 지원을 제공하는 것이 필수적입니다.

해외 진출을 위한 약점을 구체화하고 세부 협약을 수립하는 것이 중요하며, 성공적인 독립 회사 설립을 위해 전담 팀의 필요성도 고려해야 합니다.