유가증권신고서등의 부실기재로 인한 손해배상청구권자의 범위- 유통시장에서의 증권취득자 포함 여부 -

Abstract

>Standing to sue claims under section 14 of the Securities Exchange Act The section 14 of the Securities Exchange Act provides that if a purchaser of securities sustains damage because a registration statement or prospectus (including preliminary prospectus and simple prospectus) of securities includes false statements or indications or fails to state or indicate important matters, he can file a private action for damages against a issuer of securities, directors of the issuer, etc. A plaintiff must prove the materiality of the misstatement or omission. But he need not prove the causation between the misstatement or omission and the damages, and need not show a reliance upon it. It is evident that the section 14 is available in the initial offering. But it is not clear whether the remedy can be available to those who subsequently purchased such securities in the secondary trading or in the aftermarket. It is resolved through the express provision or the tracing requirement developed by the courts in other countries. This point is pending in Korea. Even in the U.S., courts have recognized the right to sue under the section 11 of the Securities Act is limited to individuals who purchased securities offered under a registration statement or prospectus, but what an investor is obliged to do to prove it is unclear. This paper discusses the standing to sue under the section 14 of the Securities Exchange Act, and sets forth the similar provisions in other countries, the evolution and effect of the tracing requirement in U.S. and some cases in Korea. Lastly I will reexamines the Section 14, and come to the conclusion.