증권시장에 있어서 자율규제기관의 이익충돌문제

Abstract

Self Regulation Organizations(SROs), specially exchanges, continue to be the major operators of organised marketplaces for the trading of many financial instruments, particularly equities. Self-regulation is key component of our securities market regulation. Because it is that the cost of effectively regulating the inner-workings of the securities industry at the government level was viewed as cost prohibitive and inefficient. In addition, the complexity of securities trading practices made it desirable for SRO regulatory staff to be intimately involved with SRO rulemaking and enforcement. Moreover, the SRO could set standards that exceeded those imposed by the Government, such as just and equitable principles of trade and detailed proscriptive business conduct standards. In recent years, changes in the markets and in the ownership structure of SRO have generated questions about the fairness and efficiency of the current SRO structure. Among the most controversial features of the existing SRO system is the inherent conflict that exists within every SRO between its regulatory functions and its members, market operations, and listed issuers. Another significant conflict of interest for SRO responsibilities is with SRO shareholder. SRO demutualization raises the concern that the profit motive of a shareholder-owned SRO could detract from proper self-regulation. Traditionally, exchanges were owned by the market participants and were responsible for the regulation of both the markets they operated and of the members themselves. However, in recent years, the rationale and support for continuing mutual ownership has tended to weaken and most major exchanges have now converted into for-profit companies with broader shareholder bases. For securities regulatory authorities these changes in exchange ownership and business objectives have been raising significant legal issues. In this article, I would like to explore the problems about inherent conflicts of SRO and to research the settlement about these problems.