증권사 상장 자문의 변호사법 제109조 위반 여부에 관한 연구 - 법률사무를 중심으로

When a company issues securities, there may be information asymmetry regarding the value of the securities between the issuer and the investors who purchase the securities. The issuance market is characterized by the fact that it is difficult to evaluate the value of the securities because it is usually the initial public offering in which securities appear on the market, and there are often insufficient information necessary for investment decisions. As a result, it is difficult for investors to have confidence in the securities market and their investments. For this reason, it is common for the issuer to conduct an indirect public offering through an underwriter rather than conduct a direct public offering. The reason is that the issuer has a higher chance of success in the public offering due to the credibility of the underwriter, and the underwriter can be expected to play the role of an insurer who will bear the risk of the public offering. Investors can trust the reputation of the underwriter, who acts as a gatekeeper, and can easily obtain, confirm, and authenticate information necessary for investment decisions from the underwriter. Literature explains that law firms are actively involved in the IPO process. However, unlike this global trend, in Korea, it is said that legal advisers are involved in only about 40∼50% of all IPO cases. This paper critically examines this seemingly unique situation in Korea. However, this paper focuses on the Attorney-at-Law Act, not the Capital Market Act or other securities and financial laws. Accordingly, it argues that the series of actions that underwriters are currently taking in the IPO process may be in violation of the Attorney-at-Law Act, depending on the nature of the actions.