외국회사의 국내 상장에 따른 국내주주 보호를 위한 법적 과제

Regarding protection for domestic shareholders investing in a foreign company listed in Korea (ⅰ) law and regulation system of each country differs and Company Law and Capital Market Act among countries collide in some aspect (ⅱ) international treaty that has binding force and the power to execute is lacking (ⅲ) limitation on substantial and effective administration and supervision due to difference of location between foreign listed corporate body and investors (ⅳ) limitation upon asymmetric information about foreign listed corporate body of domestic investors (ⅴ) lack of reliable accounting and limitation on conducting due diligence on the spot. While understanding the fundamental cause of such problems and limitations, improvement in legal system and operational system for investor protection along with investors' effort to recognize investment risk themselves are needed. In addition, foreign listed corporate body should make effort to convey information on foreign companies and stocks to investors and shareholders in clear and easy way. Meanwhile, although investor protection with transparency can be left autonomously to the foreign company, there is certainly a need for an operational transparency system. In other words, it is necessary to specify abovementioned details on foreign company's articles of association, deposit agreement with foreign companies, or Standard Stock Service Agent Agreement Section. Considering that the holding companies are listed as a matter of form, not the subsidiary which carries out actual business activity, there needs to be an international effort to set an operational system that assigns authority of right of inspection of books and records and representative suit of shareholder to shareholders of the holding company so as to monitor business activities.