증권소송에서 정상주가 형성일에 대한 비교법적 고찰

This Article examines how courts should determine the point at which price inflation caused by a misrepresentation is fully dissipated and the stock price reflects its true value, for purposes of establishing loss causation in securities fraud litigation. Using the Daehan Cable accounting fraud case as a case study, this Article reexamines the concept of the price reversion point - namely, the point at which an artificially inflated stock price returns to its true, non-inflated level - and evaluates its doctrinal coherence in light of U.S. jurisprudence under Rule 10b-5. Grounded in the inflation maintenance theory, U.S. courts have developed three principal analytical frameworks - the corrective disclosure theory, the materialization-of-the-risk theory, and the leakage theory - to determine when price inflation dissipates and fraud-related losses are realized. This Article analyzes leading federal decisions applying each framework and distills their implications for loss-causation analysis. In Daehan Cable case, the Korean Supreme Court defined the relevant benchmark price as the level that would have prevailed absent the accounting fraud - that is, the point at which the market impact of the misrepresentation has subsided and artificial inflation has been fully removed - while directing lower courts to consider stock price trends and surrounding circumstances. In structural terms, this approach closely resembles the corrective disclosure framework in U.S. securities law. Nevertheless, the Court’s acceptance of a nearly two-year interval between the corrective disclosure and the eventual stabilization of the stock price gives rise to serious concerns. As the temporal gap widens, the likelihood increases that intervening factors - such as firm-specific financial deterioration or industry-wide downturns - will confound the causal link between the alleged fraud and subsequent price movements. In Daehan Cable, the company’s prolonged financial decline predated the alleged misstatements, yet insufficient attention was paid to disentangling these preexisting conditions from fraud-related price inflation. Compounding this concern, the appellate court on remand relied in part on equitable considerations to estimate damages, suggesting a relaxation of the requirement for rigorous proof of loss causation. This Article contends that courts should adopt a more context-sensitive approach to loss causation, one that selects-and, where appropriate, combines-the corrective disclosure theory, the leakage theory, and the materialization-of-the-risk theory to reflect the particular manner in which previously concealed information is revealed to the market. Correspondingly, the Article argues that financial-economic methodologies should be deployed in a more nuanced and proactive fashion, calibrated to the structural assumptions and evidentiary demands of each doctrinal framework, in order to isolate fraud-related price inflation from unrelated market forces with greater analytical precision.