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
0
조회
0
다운로드
1
인용
0
참고문헌
키워드
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.
Abstract
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.
참고문헌 (64)
- 김건식, "미국의 증권규제" (2001), 홍문사
- 석명철, "미국증권관계법: 미국의 시장원리와 그 운용" (2001), 박영사
- 최운열, "투자론" (1999), 박영사
- 강희주, "국제 주식거래의 현황과 과제", BFL, (13) (2005), 서울대학교 금융법센터
- 금융감독원, "금융감독정보?제2005-43호" (2005)
- 금융감독원, "외국기업의 상장을 위한 시장제도 개선 금융감독원 보도자료", ~ (2005)
- 이성웅, "영국법상 외국증권에 대한 공시규제", 기업법연구, 19(3)통권 : 22 (2005), 한국기업법학회
- 靑木浩子, "國際證券取引と開示規制" (2000), 東京大學出版會
- Hal S.Scott, "International Finance: Law and Regulation" (2004), Sweet & Maxwell
- Harold S. Bloomenthal, "10E International Capital Markets and Securities Regulation" (2001)
- John C. Coffee, "Sale, Federal Securities Laws, 2006 ed." (2006), Foundation Press
- Louis Loss, "Fundamentals of Securities Regulation, 4th ed." (2001), Aspen Law & Business
- Marc I. Steinberg, "International Securities Law: A Contemporary and Comparative Analysis 35" (1999)
- Alan R. Palmiter, "Toward Disclosure Choice in Securities Offerings" (1999), 1999 Colum. Bus. L. Rev. 1
- Andrea J. Roquette, "New Developments Relating to the Internationalization of the Capital Markets: A Comparison of Legislative Reforms in the United States, the European Community and Germany" (1994), 14 U. Pa. J. Int’l. Bus. L. 565
- Bevis Longstreth, "A Look at the SEC’s Adaptation to Global Market Pressures" (1995), 33 Colum. J. Transnat’l L. 319
- Brian J. Lane, "Foreign Issuers and the U.S. Market", pp.1997, 1011 PLI
- Daniel A. Braverman, "U.S. Legal Consideration Affecting Global Offerings of Shares in Foreign Companies" (1996), 17 Nw. J. Int’l L. & Bus. 30
- David E. Van Zandt, "The Regulatory and Institutional Conditions for an International Securities Markets" (1991), 32 Va. J. Int’l L. 47
- Decker, William E., "The Attraction of the U.S. Securities Markets to Foriegn Issuers and the Alternative Methods of Accessing the U.S. Markets: From the Issuer’s Perspective" (1994), 17 Fordham International Law Journal S10
- Division of Corporate Finance, "Current Issues and Rulemaking Projects (November 14, 2000)", pp.2002, 1283 Practising Law Institute
- E. Waider Warner, "Mutual Recognition and Cross-Border Financial Services in the European Community", Law & Contemp. Probs, 55(7) (1992), Duke Uni. School of Law
- Edmund W. Kitch, "The Theory and Practice of Securities Disclosure" (1995), 61 Broook. L. Rev. 763
- Edmund W. Kitch, "Proposals for Reform of Securities Regulation: An Overview" (2001), 41 Va. J. Int’l L. 629
- Edward F. Greene, "Hegemony or Deference: U.S. Disclosure Requirements in the International Capital Markets" (1995), 50 Bus. Law. 413
- Edward F. Greene, "Building on the International Convergence of the Global Markets: A Model for Securities Law Reform", pp.2001, 1281 PLI
- Edward Rock, "Securities Regulations as Lobster Trab: A Credible Commitment Theory of Mandatory Disclosure" (2002), 23 Cardozo L. Rev. 675
- Gary C. Biddle, "The Effects of International Disclosure Levels on Firms’ Choices Among Alternative Foreign Stock Exchange? Listings" (1989), 1 J. Int’l Fin. Manag. & Acct. 55
- Grasso, Richard, "Globalization of the Equity Markets" (1997), 20 Fordham Int’l L. J. 1109
- Gunnar Schuster, "Extraterritoriality of Securities Laws: An Economic Analysis of Jurisdictional Conflicts" (1994), 26 Law & Pol’y Int’l Bus. 165
- Harold S. Bloomenthal, "“Transnational Aspect of U.S. Securities Laws”, in 10C International Capital Markets and Securities Regulation, 5-176" (1982)
- Howell E. Jackson, "Regulatory Competition in International Securities Markets: Evidence from Europe in 1999-Part 1" (2001), 56 Bus. Law. 653
- J. William, Hicks, "Protection of Individual Investors under U.S. Securities Law: The Impact of International regulatory Competition" (1994), 1 Ind. J. Global Legal Stud. 431
- James A. Fanto, "A Report on the Attitudes of Foreign Companies Regarding a U.S. Listing" (1997), 3 Stan. J. L. Bus. & Fin. 51
- James D. Cox, "Rethinking U.S. Securities Law in the Shadow of International Regulatory Competition" (1992), 55 AUT Law & Contemp. Probs. 157
- James L. Cochrane, "Are U.S. Regulatory Requirements for Foreign Firms Appropriate?" (1994), 17 Fordham Int’l L. J. S58
- James R. Silkenat, "Overview of Securities markets and Foreign Issuers" (1994), 17 Fordham Int’l L. J. S4
- Joel Seligman, "The Internationalization of the Securities Markets: Preface to a Symposium" (1988), 9 Mich. Y.B. Int’l Legal Stud. 1
- Joel Seligman, "The Mandatory Disclosure System and Foreign Firms" (1995), 4 Pacific Rim Law & Policy Journal 807
- Lewis D. Solomon, "The Impact of technology on the Trading of Securities: The Emerging Global Market and the Implications for Regulation" (1991), 24 J. Marshall L. Rev. 299
- M. Elizabeth Rader, "Accounting Issues in Cross-Border Securities Offerings" (1994), 17 Fordham Int’l L. J. S129
- Marc I. Steinberg, "Curtailing Investor Protection under the Securities Laws: Good for the Economy?" (2002), 55 SMU L. Rev. 347
- Mark Gillen, "The Convergence of Securities Laws and Implications for Developing Securities Markets" (1998), 24 N.C. J. INt’l L. & Com. Reg. 83
- Matson, Gregory K., "Restricting the Jurisdiction of American Courts Over Transnational Securities Fraud" (1990), 79 Geo. L. J. 141
- Maura B. Perry, "A Challenge Postponed: Market 2000 Complacency in response to Regulatory Competition for International Equity markets" (1994), 34 Va. J. Int’l L. 701
- Merritt B. Fox, "Securities Disclosure in a Globalizing Market: Who Should Regulate Whom" (1997), 95 Mich. L. Rev. 2498
- Merritt B. Fox, "The Political Economy of Statutory Reach: U.S. Disclosure Rules in a Globalizing Market for Securities" (1998), 97 Mich. L. Rev. 696
- Merritt B. Fox, "The Securities Globalization Disclosure Debate" (2000), 78 Wash. U.L.Q. 567
- Corporate Law and Practice Course Handbook Series 467, "International Financial Reporting and Disclosure Issues, 1281, Practising Law Institute", pp.2001, Michael McAlevey
- Mustafa N. Gultekin, "Capital Controls and International Capital Market Segmentation: The Evidence from the Japanese and American Stock Markets" (1989), 44 J. Fin. 849
- Nicholas G. Demmo, "U.S. Securities Regulation: The Need for Modification to Keep Pace with Globalization" (1996), 17 U. Pa. J. Int’l Econ. L. 691
- Richard C. Breeden, "Foreign Companies and U.S. Securities Markets in a Time of Economic Transformation" (1994), 17 Fordham Int’l L. J. S77
- Richard Kosnik, "The Role of the SEC in Evaluating Foreign Issuers Coming to U.S. Markets" (1994), 17 Fordham Int’l L. J. S97
- Roberta Romano, "Empowering Investors: A Market Approach to Securities Regulation" (1998), 107 Yale L. J. 2359
- Roberta Romano, "The Need for Competition in International Securities Regulation" (2001), 2 Theoretical Inquiries L. 387
- Simon Sackman, "Legal Aspects of a Global securities Market”, in The Future for the Global Securities Market, 19" (1996)
- Stephen J. Choi, "The Dangerous Extraterritoriality of American Securities Law" (1996), 17 Nw. J. Int,l L. & Bus. 207
- Stephen J. Choi, "Portable Reciprocity: Rethinking the International Reach of Securities Regulation" (1998), 71 S. Cal. L. Rev. 903
- Stephen J. Choi, "Assessing Regulatory Response to Securities Market Globalization" (2001), 2 Theoretical Inquiries L. 613
- Steve Walt, "Introduction: Privatization and Its Prospects" (2001), 41 Va. J. Int’l L. 517
- Uri Geiger, "The Case for the Harmonization of Securities Disclosure Rules in the Global Market" (1997), 1997 Colum. Bus. L. Rev. 241
- Uri Geiger, "Harmonization of Securities Disclosure Rules in the Global Market-A Proposal" (1998), 66 Fordham L. Rev. 1785
- Walter G. Van Dorn, "International Securities Offerings, in Financial Product Fundamentals, 3-2" (2000)
- William E. Decker, "The Attraction of the U.S. Securities Markets to Foreign Issuers and the Alternative Methods of Accessing the U.S. Markets: From the Issuer’s Perspective" (1994), 17 Fordham International Law Journal, S10