증권의 발행 시 정보제공의무에 관한 연구

In case of public offering and public sale of securities to raise funds among multiple unspecified investors, the most important thing is to provide the investors with proper information to resolve the information imbalance between the issuers and investors. Hence, the investors will decide the proper investment based on the information and be liable on the outcomes. However, if the issuers do not provide the correct information timely violating the duty of information provision or financial investment business entities mis-sell the securities, multiple investors who are in the damaged unfairly. Accordingly, Financial Investment Services and Capital Markets Act protects the investors by resolving the asymmetry of information in case of public offering and public sale of securities; defines the issuers’ duty of information provision for the development of fair and sound capital market; and makes the issuers to take the liability of damage if they violate the duty of information provision, which is enforced. With respect to the liability of damage, protection of investors is strengthened by the form of legal principles on damage compensation such as conversion of burden of proof, presumption of the amount of damages, and so on unlike general liability of damage under the civil law. Securities with complicated and diverse conditions have been introduced continuously these days, hence, the investment opportunity for the investors are expanded and the risk of investment are also raised. Therefore, the importance of accurate information provision and its responsibility of issuers has been increased to protect investors and develop the sound security market. To cope with this, the system of liability of damage due to provision of incorrect information by issuers needs to be improved in view of the legislative system to protect the investors practically. This study was aimed to propose the legislative improvement opinions on some issues upon analysis of theories and precedents on the duty of information provision when issuing securities and the duty of damage caused by its violation, and reviewing foreign legislative cases, if necessary.