상장폐지 이의신청상 외부감사인의 재감사 의무에 관한 검토 - 부수의무로서 외부감사인의 재감사 의무 인정의 가능성을 중심으로 -

The Korea Exchange regulates the reasons for the cancellation of the listing to maintain the soundness of the KOSDAQ market and to create an investment environment for the market. In the target decision, the applicant company has been notified of the delisting from the Korean Exchange as respondent’s external auditor expressed limited opinions. Thus, the applicant company claims that the audit opinion is wrong and it demanded the respondent’s external auditor to re-audit for delisting filed as a right to claim for full performance under the external audit contract. As such, the court rejected the application by giving the fact that there has not been a sufficient call for special circumstances of the existence of defects in the audit opinion. However, this decision is thought to be reasonable in that even if a re-audit obligation is recognized as a full performance claim, where a specific audit opinion been forced to the external auditor, thus misleading the purpose of the audit. However, at least for limited comments in the reality that civil and criminal sanctions are frequent due to recent audit failures and that external auditors are conducting audits from a conservative point of view, the need for re-auditing can be realistically recognized considering its significance and characteristics. In this case, in a point that the re-auditor helps complete the payment by re-checking the auditing errors which may occur and deriving a more accurate audit opinion even though an expression of an audit opinion has been already given, it will mean a cooperating subsidiary obligation regarding the request for re-audit of the audited company. However, given the materiality and consequences of delisting, this obligation to cooperate is, of course, acceptable under the faithfulness of good. Furthermore, if the obligation to re-audit is constituted as an obligatory obligation, there is also an advantage of being able to guarantee the purpose of the audit in that the external auditor may repeat the same audit opinion, Therefore, if it has not been easy to demonstrate clearly the deficiency of the audit opinion in the subject matter of decision, it is considered hat the applicant company should have requested the implementation of re-audit as an obligation of co-operation of subsidiaries, not as a full implementation of imperfect fulfillment.