外國證券의 公示規制 立法에 관한 考察 － 美國法과의 比較를 中心으로 － (A Comparative Analysis of the Regulatory Approach in Foreign Securities Disclosure)

서지정보

· 발행기관 : 한국상사법학회
· 수록지 정보 : 상사법연구 / 27권 / 1호 / 275 ~ 310페이지
· 저자명 : 이규수

초록

These days, the globalization of capital markets has increased with deregulation, liberalization of capital flows and companies enter foreign capital markets to raise capital. Consequently, sometimes companies are required to observe foreign corporation laws or securities laws and it is necessary to consider disclosure rules for foreign securities.
In the United States, foreign companies should comply with the U.S. disclosure system although they are subject to somewhat different requirements than domestic companies. However, this system increases disclosure costs and deters effective regulatory competition with foreign markets. And the foreign integrated disclosure system is not effective in regulatory competition with foreign disclosure system. Relaxing disclosure requirements for foreign companies might create an inequity for domestic companies.
For the reform of disclosure rules, new theoretical proposals have been suggested arguing that the entire body of current U.S. securities laws should be replaced by a new statutory framework: the issuer choice approach and the issuer nationality approach. On the contrary, the world’s securities regulators suggest the replacement of domestic disclosure regimes with unified disclosure standards to be used in all international offerings: the harmonization approach.
In Korea, the government has promoted the plans about globalization of capital markets since 1980’s and recently three foreign companies have listed their securities on Korea’s stock exchanges or KOSDAQ. Although foreign companies are subject to more or less different requirements than domestic companies, generally they should observe the Korea disclosure system according to the current securities laws. To increase international competitiveness by achieving an appropriate balance between attracting foreign companies and protecting domestic investors, it is necessary to modify and reform domestic rules and systems within international standards.

영어초록

These days, the globalization of capital markets has increased with deregulation, liberalization of capital flows and companies enter foreign capital markets to raise capital. Consequently, sometimes companies are required to observe foreign corporation laws or securities laws and it is necessary to consider disclosure rules for foreign securities.
In the United States, foreign companies should comply with the U.S. disclosure system although they are subject to somewhat different requirements than domestic companies. However, this system increases disclosure costs and deters effective regulatory competition with foreign markets. And the foreign integrated disclosure system is not effective in regulatory competition with foreign disclosure system. Relaxing disclosure requirements for foreign companies might create an inequity for domestic companies.
For the reform of disclosure rules, new theoretical proposals have been suggested arguing that the entire body of current U.S. securities laws should be replaced by a new statutory framework: the issuer choice approach and the issuer nationality approach. On the contrary, the world’s securities regulators suggest the replacement of domestic disclosure regimes with unified disclosure standards to be used in all international offerings: the harmonization approach.
In Korea, the government has promoted the plans about globalization of capital markets since 1980’s and recently three foreign companies have listed their securities on Korea’s stock exchanges or KOSDAQ. Although foreign companies are subject to more or less different requirements than domestic companies, generally they should observe the Korea disclosure system according to the current securities laws. To increase international competitiveness by achieving an appropriate balance between attracting foreign companies and protecting domestic investors, it is necessary to modify and reform domestic rules and systems within international standards.

참고자료

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