외국기업 국내상장에 대한 국내법 적용 - 국제사법, 상법 및 자본시장법을 중심으로 -

There are two attitudes towards foreign issuers knocking on Korean capital market-(i) on the one hand, in order to invite promising foreign issuers, we need to take into consideration the differences in the governing laws under which the issuers had been established and allow exceptions in applying listing rules and disclosure regulations to foreign issuers; (ii) on the other hand, we need to require relevant measures be taken by each foreign issuer to ensure Korean investors’ protection. In finding solution, we should not overlook the conflict of laws rules. This article noted several legal issues arising when a foreign issuer wishes to list its securities in the Korean Stock Exchange, which are related to conflict of laws, corporate law, securities regulations or all of them. This article does not intend to provide solution to those legal issues; rather, it aims to bring them up for more discussion and speculation. The issues include, among others, whether a holding company or SPC established for the sole purpose of facilitating listing in Korean Exchange should be found and regulated as a “psuedo-foreign corporation”; whether such holding company or SPC is generally subject to Korean commercial code as a foreign corporation doing business in Korea; whether Korean statutes in Korean corporate law or securities regulations applicable to listed corporations should be applied to foreign issuers without regard to the differences in the lex incorporationis.