전자증권법의 시행에 따른 법적 쟁점과 과제

With the implementation of the Electronic Securities Act(“ESA”) in September 2019, the transfer of securities and exercise of securities rights by electronic methods have begun in earnest. Enforcement of the ESA will make it easier for shareholders to exercise their rights, reduce transaction costs and create a transparent trading environment, but there are still a number of unclear aspects on practice. First, an electronic registered person is presumed to have the right by the entry of the Electronic Registration List(“ERL”), but it does not mean the creation of securities right by the entry of the ERL. For the stable operation of the Electronic Securities System, the protection for third parties who trust ERL is provided, and the necessary costs should be paid to the system, operating institution and the participating institution. Second, with the implementation of the Electronic Securities System, the legal relationship is more complicated in detail, in addition to the requirement for stock transfer (consent + transfer of stock certificates) and counter-resistance against the company(transfer of the title/name in stockholders' list). By reducing the likelihood of real securities being utilized, the possibility of legal confusion shall be reduced as much as possible and it is also necessary to align the ownership list in ESA with the stockholder's list. Third, unexpected causes may arise due to the different causes and exercise relationships between various securities rights, including stocks and bonds. In the event of a problem, it is inevitable that the Electronic Registration Institution and the Account Administration Institution assume the final responsibility, rather than postpone the resolution between the parties.