증권신고서의 재무정보와 부실감사 책임

The Capital Markets Act provides more information for users of the information based on the disclosure system to protect investors and vitalize the capital market. When corporations issue securities, they provide information to investors through registration documents, which enable investors who trusted the documents and made investments to receive damages under the law. The burden of proving the cause-and-effect relationship of damages is shifted, and the persons to be liable for the compensation of the damage are defined broadly to include declarers, directors at the time of the registration, persons who instruct to conduct business, accountants who proved the accuracy and truth of records or attached documents, appraisers, credit rating professionals, persons who agree with opinions on evaluation, analysis, and confirmation being recorded and confirm thereof, and underwriters. However, some precedents of lower courts denied the liability for damages of external auditors, who are accountants, under the Capital Markets Act. Of course, it is possible to seek damages against auditors according to the Act on External Audit, but other professionals may be exempted from liability claims under the logic same as the logic that external auditors are excluded from the application of the provision. This calls for improvement because it can lead to a gap between the law and the substance and trigger misunderstanding by investors. The role of external auditors somewhat differs from that of issuers and underwriters because external auditors do not conduct separate audits at the time of issuance of registration statements. Accordingly, it would be desirable to unify the liability of external editors as liability for false audits rather than seeking external auditors to be held accountable for false or defective registration statements. It should also be examined whether to choose efficiency in consideration of the purpose of the law or to conduct multi-layered supervision. If it is difficult to reduce the liability of external auditors, the liability and authority should be balanced by adding a procedure for external auditors to certify information upon issuance of securities, and the liability should also be balanced with liabilities of directors, underwriters, and internal monitoring organizations of the issuer.