투자증권 유통법리의 입법동향에 관한 소고

Abstract

As the intermediated securities has become the most popular way of holding investment securities due to the development of electronic communication technology and the immobilization and the dematerialization of securities have advanced, we are experiencing various legal risks relating to the negotiation of securities. Market participants and regulators have become increasingly concerned not only with the legal soundness, the internal consistency, also with the international compatibility of national laws regulating the holding and transfer of securities held with an intermediary. As an effort to promote the internal soundness and the cross-border system compatibility by providing the basic legal framework for the modern intermediated securities holding system, UNIDROIT started the draft Convention on Substantive Rules regarding Intermediated Securities and implemented this draft. To understand the UNIDROIT draft concerning the holding and the transfer of intermediated securities, it's important to compare the direct ownership system and multi-tiered entitlement system which have influenced the draft. And this draft will be expected to be the standard of the legislation with respect to the intermediated securities, we need to analyze it to prepare for the new legislation or to amend the related acts relating to intermediated securities. This paper focused on such articles of the draft as the acquisition and disposition by debit and credit clause, the acquisition by an innocent person of intermediated securities clause, the effectiveness of rights in insolvency proceedings clause, the prohibition of upper-tier attachment clause etc.. I expect more excellent successive researches comprising the opposing two legal systems and the draft to promote the safe negotiation of intermediated securities and to protect the investor who paid for those.