증권공시규정의 역외적용- Banque Paribas 사례를 중심으로-

Abstract

In a number of cases involving international securities fraud, U.S. federal courts developed the conduct and effects tests under which prescriptive jurisdiction under the securities laws might be established. In contrast to the fraud provisions, the extraterritorial reach of reporting and disclosure requirements has been explored more in the context of agency rule-making than in litigation. The SEC has adopted Regulation S under the Securities Act of 1933, which exempts from U.S. registration requirements offshore offerings of certain securities. In one recent case, Europe and Overseas Commodity Traders v. Banque Paribas London, a federal court addressed the use of the conduct and effects tests in connection with registration requirements. This Article reviews the facts and discussions of the Banque Paribas case, and compares the case with Silva Run Worldwide Limited v. Gaming Lottery Corporation for better understanding of the extraterritorial reach of disclosure requirements.