‘주식 등의 대량보유상황 보고제도’의 개선을 위한 비교법적 고찰 – 미국 등 주요 국가들의 비교법적 검토를 중심으로 -

The blockholder disclosure is intended to ensure fair and orderly dissemination of information to investors and to help them make informed decisions. In Korea, the Financial Investment Business and Capital Markets Act (FICMA) provides the regulation on the disclosure of block ownership in listed companies, which is commonly referred to as the ‘5% rule.’ Under the FICMA, a blockholder (or shareholder) acquiring a class of equity securities of a listed company must file a report with the Financial Services Commission (FSC) and the Korea Exchange (KRX) within 5 days when the blockholder acquires 5% or more of the listed company’s total equity securities issued and also when the blockholder raises or reduces its equity ownership by 1% point or more, or when the five percent blockholder alters the purpose of its equity ownership or enters into or amends an agreement that can materially affect its equity ownership to the listed company. This article examines blockholder disclosure systems in many foreign countries and analyzes the capital market situation in Korea. As a result, some findings and suggestions are discussed. For example, it is noted, considering foreign countries’ regulations and market situation with respect to the blockholder disclosure, that the rules of 5% holding and 5 days in Korea’s blockholder disclosure need to be reduced to respectively 3% holding and 3 days. It is expected by these suggestions that the 5% rule or the blockholder disclosure will work more efficiently for the benefits of all shareholders and corporate management in the Korean capital market.