직상장(direct listing)과 투자자보호: 미국의 동향과 한국의 법제개선 방향

Spotify and its successor’s recent bids to go public via direct listing in stock exchanges show American market’s flexibility and liveliness which reflect the demand from companies. New York Stock Exchange and NASDAQ amended their rules to facilitate direct listing process in coordination with Securities Exchange Commission, which eventually approved the primary floor direct listing in late 2020. Direct listing is prepared and advised by investment banks with high reputation in markets but their role seem to be distinguished from underwriters under the Securities Act of 1933. In order to enhance investor protection, strict disclosure obligation to submit registration statement under the Securities Act and strict liability on investment banks acting as underwriters are imposed. Even though direct listing seems to qualify the common equities of issuer to be traded in secondary market, it has some aspects of primary market offering/sales which need to be regulated heavily under the Securities Act of 1933 regarding disclosure obligation and liabilities for its violation. In Korea, demand from market on direct listing is not being witnessed but it will be give some incentive to unicorns and their existing shareholders who want to acquire liquidiy without restriction of lock-up agreement. Under KRX rule, existing shareholder direct listing seems to be permissible with some experience in 1990s. It’s time to seriously consider the attractiveness of direct listing and prepare measures to protect investors under Financial Services and Capital Markets Act regarding disclosure and issuer’s liability.