有價證券申告書 등의 不實記載로 인한 賠償責任에 관한 考察 (A Study on the Civil Liabilities on Account of False Registration and Prospectus)

서지정보

· 발행기관 : 한국사법학회
· 수록지 정보 : 비교사법 / 15권 / 1호 / 331 ~ 372페이지
· 저자명 : 최정식

초록

The civil liabilities in securities actions under the Securities and Exchange Act, Article 14-16 deals with a material misstatement and an ommission in the registration statement and prospectus in the process of distribution. Especially a disclosure in the primary market is important because many companies try to exaggerate the future ability of the company and induce to sell the securities of the company. Therefore the strict regulation is essential in the primary market.In case of any part of the registration statement and the prospectus, when such part became effective, contained an untrue statement or an omitted to state a material fact, the person acquiring such security may sue potential defendants such as every person who signed the registration, every person who was a director, every underwriter, every writer or deliverer of the prospectus and so on. The defendant might establish that he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration became effective, that it was true and complete. In addition, damages are reduced to the extent that the defendant proves that the damages did not result from his misconduct. If the defendant proves that the plaintiff knew the fact that the registration statement contained the material misstatement or omission when he acquired the securities, he is free from civil liability.Now The Act of Capital Market and Financial Investment Business was enacted in lieu of the Securities and Exchange Act. I think there are lots of change. Therefore the new study is needed in the civil liability of misstatements or omission in registration statement and prospectus.

영어초록

The civil liabilities in securities actions under the Securities and Exchange Act, Article 14-16 deals with a material misstatement and an ommission in the registration statement and prospectus in the process of distribution. Especially a disclosure in the primary market is important because many companies try to exaggerate the future ability of the company and induce to sell the securities of the company. Therefore the strict regulation is essential in the primary market.In case of any part of the registration statement and the prospectus, when such part became effective, contained an untrue statement or an omitted to state a material fact, the person acquiring such security may sue potential defendants such as every person who signed the registration, every person who was a director, every underwriter, every writer or deliverer of the prospectus and so on. The defendant might establish that he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration became effective, that it was true and complete. In addition, damages are reduced to the extent that the defendant proves that the damages did not result from his misconduct. If the defendant proves that the plaintiff knew the fact that the registration statement contained the material misstatement or omission when he acquired the securities, he is free from civil liability.Now The Act of Capital Market and Financial Investment Business was enacted in lieu of the Securities and Exchange Act. I think there are lots of change. Therefore the new study is needed in the civil liability of misstatements or omission in registration statement and prospectus.

참고자료

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