증권거래법 제14조 제2항의 해석에 관한 연구 = A Study on the Interpretation of the Securities Exchange Law Article 14, clause 2

다국어 초록 (Multilingual Abstract)

The initial administrative response to safe harbor in US was the SEC's enactment of Rule 175 for forward-looking statement made in SEC-filed dicument. Safe Harbor is intended to enciurage disclosure of predictive information and shield companies from excessive legal liability for their predictive disclosure. Rule 175 provodes that if Forward Looking Statement are made in "good faith" and with a "reasonable basis", they will not be deemed fraudulent. The US court created their own common law safe harbor for evaluating the liability tat attaches to Forward Looking Statement. This judicially created safe hafbor is known as the "Bespeaks Caution Doctrine". The essence of the doctrine is that when Forward Looking Statement are accompanied by adequate cautionary language, these statement are not actionable as securities fraud. The Private Securities Litigation Reform Act(PSLRA) also provide the safe hafbor provision for Forward Looking Statement . The core concept are familiar by now : an issuer's projection or Forward Looking Statement is immunized from securities law liability if the statement is identified as such and accompanied by meaningful, cautionary statments disclosing important factors that could cause actual results to differ materially. Such statements are also not actionable if they are immaterial, of if defendant are not shown to have had knowledge of the falsity of the statements. Korea Securities Exchange Law §14(2) requires identification as a forward-looking statment, identification for the basis of forecast, good faith cautionary statements, finally actual knowledge or gross negligence. These are originated from PSLRA and SEC Rule 175 by part. But the meaning of forward looking statement, good faith and cautionary statement is not clear in our status. In order to remedy the problem, interpretation of judge will play a important roll in future

목차 (Table of Contents)

• Ⅰ. 서론
• Ⅱ. 미국에서의 증권집단소송법의 변천
• Ⅲ. PSLRA와 증권거래법의 입법상 비교
• Ⅳ. 법문상의 “예측정보”의 개념과 한계
• Ⅴ. “주의문구”의 기준과 범위
• Ⅵ. “악의 또는 중대한 과실”에 의한 배제
• Ⅶ. 결론