전자단기사채제도의 법적 쟁점과 과제

Abstract

In January 2013, electronic short-term bond(hereinafter “ESTB”) has been introduced in a type of corporate bonds registrated on electronic account book. ESTB has been invented to replace the function of commercial paper(CP) which has various problems, i.e. issuing physical note, lack of transparency, shortage of transferability generated by prohibition of splitting endorsement. Accordingly, ESTB has the same marketability as CP does, holding characteristics of unsecured debenture with a maturity less than one-year. In this ESTB system, existing CP's legal form should be converted from promissory note to bond, and all processes of issuing and circulation would be digitalized. The transformation is plausible because the nature of ESTB coincide with CP's economic substance. On the contrary, the digitalization remains to be reviewed or improved in legal and operational domains in that ESTB is the first electronic bond on Revised Commercial Code of 2011. The most important issue is a relationship between ESTB and CP. Though ESTB has been introduced to replace CP, the needs of issuing companies will keep going for a while in spite of several restrictions on it. In this case, we can’t achieve the goals to enhance the transparency and stability of money market and to activate the circulation of short-term bond. So, it is necessary to harmonize the regulation on ESTB and CP such as securities statement. In addition, it is considerable to unify the market and products in short-term bond market by abolishing CP on the Capital Market Act. As I see it, we made sure of CP’s problems sufficiently prior to this, and it's great alternatives has been supplied to companies and investors.