자본시장법상 회사의 부실공시로 인한 주주의 손해배상청구에서의 인과관계 - 대법원 2022. 9. 7. 선고 2022다228056 판결을 중심으로

Abstract

This study examines the issue of causation in shareholders’ claims for damages due to false disclosure by companies, focusing on the Supreme Court Decision 2022Da228056 delivered on September 7, 2022. In liability claims for breach of disclosure obligations under the Financial Services and Capital Markets Act, transaction causation and loss causation are crucial elements. The Court ruled that transaction causation cannot be presumed for stock acquisitions made after the disclosure of corrected financial statements. However, it also held that the stock price formed immediately after this disclosure cannot be automatically considered the normal price. This distinction between transaction causation and loss causation reflects practical considerations regarding the issue of reliance after information updates and the immediacy of market evaluations. This study points out that while case law, influenced by the U.S. fraud-on-the-market theory, requires transaction causation, this requirement may not align with the language of the Act or the characteristics of modern securities markets dominated by non-face-to-face transactions. In such markets, reliance on the market price itself is more significant than individual investor reliance, suggesting a need to reconsider the transaction causation requirement. Furthermore, this study proposes simplifying the causation issue in false disclosure liability cases to whether “the stock price was distorted by the false disclosure and whether this distortion caused damage.” This approach, focusing on loss causation, could harmonize the dual goals of investor protection and sound capital market development. In conclusion, this study emphasizes the need for continued discussion and research on the interpretation of causation as a requirement for liability in false disclosure cases, noting the direction of case law development through the examined decision.