사채 발행공시제도의 개선 연구 ―일괄신고서제도 개선과 적격기관투자자 관련 공모규제 완화를 중심으로―

Abstract

The disclosure regulation, along with the unfair trading regulation, is one of the most fundamental regulations in the securities market. Recently, banks have demanded for an eased regulation on disclosure duty when they issue bonds since bank debentures were excluded from the exempted securities list last July. In the meantime, the securities regulators are considering deregulation in some areas such as shelf registration and 　qualified institutional buyers(QIBs)　. However, such movements for deregulation should not be approached only from the viewpoint of listed companies, but also be examined in the aspect of investor protection, demanding for an in-depth review. In line with this, this article targets to explain about the rationale and history of the securities regulation by comparing the disclosure systems for corporate bonds under the relevant laws, especially focusing on the new Capital Market and Financial Investment Services Act(commonly known as 　Capital Market Act　) to be enacted in February 2009. Next, the study extends to the current issues and problems in the primary bond market and suggests some measures to address those issues. Finally, it considers revising the definition of offering and sales and expanding the scope of exempted securities and some other regulatory reforms. Suggested improvements of regulation in the article include the following: to exclude copies of the minutes of the board meetings and certification by the CEO and CFO　s from requirements for additional documents of shelf registration; to shorten the waiting period for the effectuation of minor disclosure amendment; to ease the limit of period and number for the use of the shelf registration; and to allow the 　well known seasoned issuers(WKSIs)　 to expand the use of the shelf registration. As deregulative measures for QIBs, the exemption of regulations on offering for the QIBs, the construction of specialized trading system for QIBs exclusively, and the easement of limit on bond acquisition between the QIBs have been discussed. It will be the most important key to the successful settlement of the new Capital Market Act to advance the disclosure institutions for the primary bond market on one hand while harmonizing various interests of listed companies and investors on the other.