Facebook 상장과 JOBS Act 입법을 통해 본 기업공시기준의 문제점

With various events including audit scandal, unfair trading, ponzi scheme, etc., more and more regulations have been added for securities issuers and market intermediaries. Regulators adopted classification of investors and differentiation of issuers to harmonize investor protection and regulatory cost. Even though, investor protection never lose its priority. However, after the 2008 global financial crises and economic depression, business support and job creation became another political issue. In these surroundings, JOBS Act of 2012 adopted various exceptions to existing securities regulations and asked more deregulation. Among them, 1934 Securities Exchange Act §12(g) was changed to help corporations funding from general investors. Facebook's IPO was pursued with this pro-corporation atmosphere. Unlike the public's expectation, Facebook's IPO was finished with several critical problems such as falling price after the IPO, technical problem in trading system, pre-IPO private issuance through the Goldman Sachs, etc. This problems caused disputes on the JOBS Act's deregulation and the balance of investor protection and business support. This article studies the changes brought by the JOBS Act to the corporate disclosure regulation especially focused on the 1934 Securities Exchange Act §12(g), issues from the Facebook IPO, SEC's worries on the JOBS Act's implementation and current Capital Market and Investment Services Act of Korea, and then find out implication to Korean system's improvement.