Investor Protection in Asset-Backed Securities in the Era of the Capital Market and Financial Investment Business Act - Concerning Disclosure in the Offering Process
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Investor protection is important in that it is ultimately connected to the development of the nation's economy as well as the capital market. And disclosure is recognized as a major method for investor protection. This article aims to suggest improvements of disclosure system of asset-backed securities in the primary market. For this, this paper will examine the mechanism that investment information on asset-backed securities are offered to investors in Korean primary market and the U.S., where separate disclosure regulation was adopted for asset-backed securities. And then, it will make suggestions based on the implications from the system of the U.S. In Korea, concerning offering information to investors in asset-backed securities, both of the Asset-Backed Securitization Act and the Capital Market and Financial Investment Business Act apply. Since, however, the two laws have different purposes of legislation, an issue of duplication arises. Also, whether liability for the contents of disclosure documents is imposed on an appropriate party and whether meaningful information is provided to investors are questioned. Against these issues, this article suggests that the roles of the each law should be distinguished, matters on issuance and disclosure of asset-backed securities should be unified under the Capital market and Financial Investment Business Act. Also, detailed disclosure items needs to be prescribed by relevant laws and regulations and a transaction participant other than a SPC should bear the duty of disclosure, and detailed disclosure items should be stipulated by law. But improving disclosure alone cannot be the ultimate solution for investor protection in structured finance products. For more thorough protection, the roles of intermediaries and strict supervision by the financial authority are important, and financial educating programs are constantly offered to investors.
Abstract
Investor protection is important in that it is ultimately connected to the development of the nation's economy as well as the capital market. And disclosure is recognized as a major method for investor protection. This article aims to suggest improvements of disclosure system of asset-backed securities in the primary market. For this, this paper will examine the mechanism that investment information on asset-backed securities are offered to investors in Korean primary market and the U.S., where separate disclosure regulation was adopted for asset-backed securities. And then, it will make suggestions based on the implications from the system of the U.S. In Korea, concerning offering information to investors in asset-backed securities, both of the Asset-Backed Securitization Act and the Capital Market and Financial Investment Business Act apply. Since, however, the two laws have different purposes of legislation, an issue of duplication arises. Also, whether liability for the contents of disclosure documents is imposed on an appropriate party and whether meaningful information is provided to investors are questioned. Against these issues, this article suggests that the roles of the each law should be distinguished, matters on issuance and disclosure of asset-backed securities should be unified under the Capital market and Financial Investment Business Act. Also, detailed disclosure items needs to be prescribed by relevant laws and regulations and a transaction participant other than a SPC should bear the duty of disclosure, and detailed disclosure items should be stipulated by law. But improving disclosure alone cannot be the ultimate solution for investor protection in structured finance products. For more thorough protection, the roles of intermediaries and strict supervision by the financial authority are important, and financial educating programs are constantly offered to investors.
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