증권거래법상 내부자거래의 규제

While United States of America is regulating the insider trading in securities transactions under the general anti-fraud provision of the Securities Exchange Act of 1934, in Korea it is specifically proscribed under Securities Transaction Act. So, under Securities Transaction Act, it is the construction of the provision of the Act to decide which persons are subject to the rule and what informations are prohibited for use in relation to securities transactions. However it is still unclear how far exactly the provisions reach, for example on who is the tippee responsible and what is the material non-public information prohibited for use. Basically it should be understood that the rule on insider trading belongs to the category of fraud rule and the insider trading rule should be construed in harmony with general anti-fraud laws, such as Criminal Code and Civil Code and complimented by them. It is said that the purpose of insider trading prohibition rule is to make all traders equal on informations available. But it is hard to achieve in real world. The Act only proscribes the trade by insiders, quasi-insiders and tippees who received the non-public information from them. They are not allowed to trade while in possession of material non-public information. Besides, the informations prohibited for insider trading are only those inside informations to which the insiders have access on by their position in or relation to the company, except the information concerning impending tender offer which is market information specifically prohibited for use by another provision of the Act. There are both criminal and civil penalties for insider trading. However it is unclear to whom the insider owes civil liabilities in open market trading. The rule on insider trading should be construed to achieve the integrity of market and the confidence of investors within the possible meaning of provision and in the context of general anti-fraud laws.