영국법제상 회사의 상장 및 공시규제에 관한 고찰

Abstract

Although in Korea the listing and disclosure/transparency activities of firms are regulated mostly through the Financial Investment Services and Capital Market Act, they are also controlled by a number of rules that have been installed by the relevant government authorities. The rationale behind these additional rules is that it is deemed impossible for a single law to regulate effectively all these activities. Similar approaches have been taken by other advanced nations including the UK. The reason that this research focuses on the approach of the UK, which played a major role in formulating the basic framework of Korea's capital market law, is because under the country's system not only both regulation on listing and regulation on disclosure/transparency have the same historical root, but also a number of rules that had initially been among the Listing Rules were integrated into the Disclosure/Transparency rules. This study finds that in the case of the UK the position as the main party regulating both the listing and disclosure/transparency activities of firms has been transferred from the London Stock Exchange (or LSE) to the Financial Services Authority (or FSA). Currently, the FSA not only determines both Listing Rules and Disclosure/Transparency Rules, but it also has the authority to impose sanctions on firms violating its rules. In addition to these rules of the FSA, more provisions have been added to the Financial Services and Markets Act (or FSMA) of 2000 and the Companies Act of 2006. This study aims at illuminating the approach taken by the UK in regulating both the listing and disclosure/transparency activities of firms; and in Part II in illustrating the regulatory provisions concerning the listing of firms, including the transfer of the authority to regulate, the statutes of the LSE and FSA with respect to the listing of firms, the system of Listing Rules, the requirements for listing and trading of shares, and the authority to de-list companies and impose sanctions. Also in Part Ⅲ, the study discusses the disclosure/transparency activities of listed firms, which includes the system of Disclosure/Transparency Rules, disclosure of corporate governance, disclosure of the number of shares held by a firm, regulation on insider lists, trading shares with associated parties, disclosure of compensation for corporate executives, disclosure of accounting, and business reports. This study draws a conclusion in Part Ⅳ.