유가증권신고서 등의 부실기재와 인수인의 손해배상책임에있어서 Due Diligence 항변에 관한 연구
A Study on Due Diligence Defense against the Liability of the Underwriter`s regarding False Registration Statement
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Abstract
The issuer and a list of statutorily defined potential defendants, including underwriter and outside experts such as the accountant, the lawyer, the appraiser, can be held if the registration statement and prospectus, when they became effective, contains a material misrepresentation or omission. Although underwriters, however, does not participate in preparing disclosure documents in Initial Public Offering(IPO) they may also be held liabilities on misrepresentation or omission in those documents. Traditionally, a managing underwriter in IPO procedure was thought of as a gatekeeper or reputational intermediary on whom investors relied to reduce their information costs. Members of the underwriting syndicate, who could not as a practical matter conduct their own due diligence, also relied on the managing underwriter for similar purposes. Most offerings are handled by syndicates, rather than by single underwriter. The managing underwriter title brings added responsibility and an extra fee both of which are described in an ꡒAgreement among underwriters.ꡓ The responsibilities of managing underwriters in the public offering process exceed those of any other underwriter. Therefore, the liability of managing underwriters should extend more than any other participating underwriter. Expanding liability for managing underwriters will not bring ruin upon the securities industry but will produce a more honest and meticulous system. It will be also helpful for investor protection. On the other hand, if participating underwriters are impleaded they will be liable for their pro rata shares of the offerings.
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