증권인수인의 주의의무와 손해배상책임에 관한 연구

Abstract

If the person acquired securities suffers damages from a false description or representation of any material fact in a registration statement and an investment prospectus or omitting a material fact therefrom, underwriters are liable for the damages under Article 125, section (1)(5) of Capital Market and Financial Investment Business Act(the “Act”). In this connection, several issues would arise regarding to whether it is desirable to have underwriters be liable for a false description or representation of a registration statement and investment prospectus even though issuers are primarily responsible for preparing those documents, the level of due diligence which could be regarded as appropriate for exempting from underwriters’ liabilities. The reason why underwriters are liable for false description of business report are based on the necessity of protecting investors regarding to the practice of underwriters and status of stock market. Regarding to the interpretation for Article 125, Section (1) of Act, that is reasonable care,this paper suggests that it is appropriate if underwriters had, after reasonable investigation,reasonable ground to believe and did believe that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Act prescribes that lead underwriter is only liable for damages when multiple underwriters are engaged in underwriting. It is desirable to extend the scope of underwriter liable for damages to managing underwriters or participant underwriters.