엔론사태 이후 미국의 임시보고서 개편에 따른 수시공시 규제체제의 변화와 시사점

• 영문명: Form 8-K Reform and Timely Disclosure
• 발행기관: 한국사법학회(구 한국비교사법학회)
• 저자명: 성희활(Hye-Hwal Seong)
• 간행물 정보: 『비교사법』비교사법 제11권 4호(하), 197~231쪽, 전체 35쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2004.12.02

영문 초록

Timely disclosure has become more important than ever before in modern securities markets and eventually all disclosures are expected to be done on real-time basis as the non-periodic disclosure does now. Information society on the Internet requires that an ideal corporate disclosure contain as much information as possible and be disseminated as fast and accurate as possible. This article makes a study on the 8-K report in the U.S. with regard to the overall mechanism, the role, and limitation with special focuses on the recent reform in 2004 as below. The Form 8-K, an interim report, has complemented the regulatory gap between the statutory periodic disclosure and the non-statutory timely disclosure of the Self-Regulatory Organizations(SROs) in the U.S. and Japan. These countries do not have the statutory non-periodic disclosure system like Korea, in which the SROs undertake the timely disclosure regulation. The recent 8-K reform by the SEC in the U.S., however, aims to directly regulate the non-periodic disclosure that has been mostly unregulated heretofore by the agency while making conflicts with the timely disclosure system of the SROs. This article argues against the need for the 8-K report in Korea due largely to unnecessary duplication in the area of corporate disclosure since this country already has the statutory timely disclosure system unlike the U.S. and Japan. In addition, the statutory interim report may reduce the specialty and efficiency of the SROs. Accordingly, the study suggests the 8-K report be introduced for some companies that are big and important yet non-listed instead of the present listed companies. Then, the report can give investors a useful tool to closely watch when listed companies go private to avoid open market review. In conclusion, the bottom line in corporate disclosure regulation is the harmonization between investor protection and regulatory burden, so the 8-K report system should be considered in this context.

목차

Ⅰ. 서언

Ⅱ. 임시보고서 개요

Ⅲ. 임시보고서의 개편 역사와 최근 개편 현황

Ⅳ. 임시보고서와 공정공시 및 수시공시와의 역학관계

Ⅴ. 미국 증권시장 상장 국내법인의 수시공시의무

Ⅵ. 우리나라에의 도입여부 등에 대한 시사점

Ⅶ. 결론

참고문헌

ABSTRACT