『자본시장과 금융투자업에 관한 법률』의 수시공시 규제체계에 관한 고찰

This article addresses the non-periodic disclosure regulation in the secondary market introduced in the newly enacted "Capital Market and Financial Industry Act." The Act substantially changes the non-periodic disclosure or timely disclosure regulation from the current one in the "Securities and Exchange Act." One of the most significant changes is the introduction of "Current Report" and making the current non-periodic disclosure system having been based on a law as a pure self-regulation by the Korea Exchange (KRX) without legal delegation. The paper argues against the new disclosure regulation. First, the regulation causes duplication between the "current report" and timely disclosure policies by the Exchange, accordingly makes a burden on listed companies. Second, since the new Act gets rid of legal basis from timely disclosure regulation by the KRX, it becomes impossible to sanction with legal measures violations of "disclosure by inquiry" of the Korea Exchange. The other is the permission of withholding timely disclosure in some cases, which seems incompatible with the current timely disclosure system. This study suggests some solutions to deal with the above problems in the new disclosure regulation. First, it recommends the non-periodic disclosure regulations in the secondary market be integrated into a single system to avoid burdensome duplication. As pre-conditions for the successful integration, the paper suggests two important measures: monetary penalty for violations of the Exchange's timely disclosure policies and delegation of detailed regulation to the Exchange's rule specifying and limiting the mandated scope. Second, the paper insists the permission of withholding disclosure be limited to the "disclosure by inquiry" exceptionally.