파생결합증권 발행제도에 관한 법적 과제

There is no legal foundation on issuing or not issuing physical certificates of securitized derivatives of which concept was established by the Capital Market and Financial Investment Business Act (CMFIB). Therefore, it is necessary to enhance the legal stability of securitized derivatives by laying the legal foundation for issuing or not issuing the physical certificates of securitized derivatives. What is also required is to standardize the terminology of the securities so that the explanation obligation towards investors can be carried out effectively. It would help solve the problems deriving from information asymmetry, too. To this end, efforts to standardize the terminology among issuers should be made and legal support for those efforts should be given. In relation with the issuance of securitized derivatives, it is desirable that corporations without license for financial investment business, in principle,should only be allowed to issue the interest-linked derivatives-embedded debt securities that are structured to guarantee principal payment. In case when the details and methods of issuing derivatives-embedded debt securities are included into the Presidential Decree of Commercial Code,their symmetry with the CMFIB should be taken into consideration. The symmetry would be effective in preventing regulatory arbitrage between securitized derivatives and the derivatives-embedded debt securities under the amended Commercial Code and in preventing investor confusion.