토큰 증권(Security Token) 발행 제도에 대한 소고- 정부안에 대한 개선방안을 중심으로

The Korean government intends to introduce regulations for security tokens under the Financial Investment Services and Capital Markets Act (hereinafter referred to as the "Capital Markets Act"). The objective is to address the demand for small-amount issuance, investment, and trading of various non-traditional securities and protect financial consumers in relation to security-type crypto assets. This paper presents a comparative study of regulations in the United States and Japan, aiming to propose improvement measures that can achieve a balance between financial consumer protection and innovation, as outlined in the 'Security Token Guidelines' announced by the Korean government. The introduction of 'Security Tokens' itself is not an innovation. Therefore, it is crucial to implement the system appropriately to effectively realize the benefits of blockchain technology, such as reduced transaction costs. Additionally, the current Capital Markets Act needs to be revised to address any shortcomings in the protection of financial consumers that may arise due to the unique properties of security tokens. Considering the establishment of security token systems and issuer account management institutions, it becomes necessary to introduce self-offering (public offering or private placement) regulations for ‘investment contract’, similar to the approach taken in the Japanese Financial Instruments and Exchange Act. This step is essential to ensure adequate protection for financial consumers. To make the 'Private Placement for Accredited Investors Only' an effective system, it is imperative to address the practical issue of limiting the total number of investors to 49, including accredited investors. This can be achieved by revising the regulations on deemed public offerings outlined in the 'Regulations on Issuance and Public Disclosure of Securities'. Furthermore, in order to maintain a balance with financial consumer protection, it is necessary to revise the business conduct rules for the accredited investor under the Capital Markets Act and the Financial Consumer Protection Act. These revisions should aim to enhance the accessibility of information for accredited investors. In particular, the suitability test and duty of explanation for converted accredited investors, who may have relatively limited access to information, should be revised by referring to the US system.