증권 애널리스트에 대한 선택적 정보개시의 규제

손영화(Son, Younghoa) 한양법학회 2007 漢陽法學 Vol.20 No.-

SEC adopted Regulation FD(Fair Disclosure) to prevent “selective disclosure” of material information and increase investor confidence in the fairness and integrity of the securities markets. Before Regulation FD, companies often informally disclosed material, nonpublic information to institutional investors and security professionals, causing these market insiders to benefit from such information before it was made available to the general public. The main policy concern that Reg FD was intended to address was the belief that selective disclosure led to a loss of investor confidence in the markets, similar to that which occurs with insider trading. Investor confidence in the fairness of the markets is lost when investors know that other participants, no matter how small of a group, can exploit informational advantages derived from their access to corporate insiders and not from their own hard work or insights. Regulation FD was also designed to prevent corporate management from using material information as a commodity to achieve positive analyst reports by excluding from calls and meetings those analysts who did not report favorably about the company, which could lead to tainted reports and loss of market integrity. We have introduced Regulation Fair Disclosure in November 2002. The Korean Regulation Fair Disclosure has some positive effects in securities markets. But we have needed to revision in some respects. First, the disclosure of predicted future information like as corporate earnings is not regulated very sensitively. So It has probability for abusing. We make improvement the disclosure system about future information. The Korean Regulation Fair Disclosure is different collect data and press release. But the selective disclosures to an organ of expression like as newspaper or broadcasting are seem to be fair. We have to need revision of press release in Regulation Fair Disclosure. I propose press release to 3 organs of expression is regarded as fair. The Korean Regulation Fair Disclosure requires simultaneous public disclosure if the selective disclosure to analyst are material nonpublic information and prompt public disclosure if such selective disclosure has made by negligence or mistake. is unintentional. We needed to amendment Prompt public disclosure. Prompt public disclosure has amendment as soon as reasonably practicable, for example, in no event after the later of 24 hours or the commencement of the next day’s trading on the Korea Exchange. Lastly, we prepare the ground provision about Fair Disclosure in Securities Exchange Act.

공정공시 수준이 경영자의 이익조정 행동에 미치는 영향-장래계획 및 영업실적 공정공시 중심으로-

신흥권,서대석 한국세무학회 2015 세무와 회계저널 Vol.16 No.3

For the purpose of improving the accounting transparence and reducing information asymmetry, Fair Disclosure Regulation was adopted and enforced on November 2002. Following this, managers’ performance will be known and from the demands of stakeholder about managers’ disclosure, the level of fair disclosure will be increased. Therefore, in firms where the higher pressure of disclosure about manager the monitoring mechanism about manager will be stronger. Accordingly, because the attention about earnings is higher than firm value, so manager will choose the safety earnings management method even though it somewhat reduces firm value. Manager can choose earnings management method as Accruals based earnings management or Real activity earnings management. Accruals based earnings management is the method that occurs from manipulation of earnings through differential accounting recognition and real activity earnings management is the method that occurs from manipulation of earnings through firm’s real activity like as sales, production, discretionary expense. Thus, because the first earnings management method is a traditional earnings management method, so to contain this, several systems are continuously improved and although this is easily exposed by auditors, regulators and analysts it does not give bad influence on firm value in long-term. On the other hand, in the second earnings management method, because firm’s real operation activity is considered as manager’s share so exposed probability is small but this can give bad influence on firm value in long-term. Accordingly, manager may choose the one of these both of earnings management methods when they decide to manipulate earnings. In this thesis, I focus on investigating whether manager uses differential earnings management method following to the level of Fair Disclosure. Base on data samples from 2004 to 2012 that are public on TS2000, I take an empirical exam according to Fair Disclosure. The results are summarized as following, first, for full sample, earnings management variable that measured by accruals shows un-significantly negative coefficient. But, for the fair disclosure firms sample, earnings management variable that measured by accruals shows significantly negative coefficient. This means that earnings management through accruals in fair disclosure firms is smaller than others. Second, in both of full sample and fair disclosure sample, the earnings management variable that measured by real activity shows significantly positive coefficient. This means that, in firms that have high level of fair disclosure, manager uses real activity as a method for earnings management action. Overall, the empirical results show that manager chooses differential earnings management methods which depend on level of fair disclosure and this is consistent with hypothesis. The empirical results of this thesis supply usefully information for regulators and accounting information users about considering accounting numbers that reported by firms’ manager. Thus, the purpose for adoption of Regulation Fair Disclosure is to improve accounting transparence and mitigate information asymmetry. But following this, manager has tend to avoid accruals based earnings management as a earnings management method that was often showed in prior researches, he chooses real activity earnings management as a differential method to manipulate earnings target. 공정공시제도는 경영자와 투자자간의 정보비대칭을 감소시키고 회계정보의 투명성을 제고시키기위한 제도로 우리나라는 2002년 11월부터 공정공시제도를 시행함에 따라 경영자는 자신의 성과를알리거나, 이해관계자로부터 경영자에 대한 공시 압력증대로 공정공시 수준이 증가하였다. 공정공시제도의 시행에 따른 이해관계자들의 경영자에 대한 공시압력의 증가는 상대적으로 대리인문제가발생할 가능성이 높은 경영자지분율이 낮은 기업, 그리고 기관투자자 또는 외국인투자자지분율이높아서 경영자에 대한 감시와 견제가 이루어질 가능성이 높은 기업, 감사위원회 및 이사회의 독립성이 상대적으로 높은 기업, 그리고 재무분석가의 수가 많은 기업 등에서 이루어진다. 여기서 경영자에 대한 공시 압력이 높다고 보이는 이들 기업은 경영자에 대한 감시와 견제의 기능이 발휘될수 있는 가능성이 상대적으로 높은 반면 이들 기업의 경영자는 기업가치 보다는 회계이익에 관심이 높기 때문에, 이익조정이 필요하다고 판단될 경우 기업가치에 다소 희생이 따르더라도 상대적으로 안전하다고 판단되는 이익조정 수단을 선택하게 될 것이다. 이에 본 연구에서 공정공시 수준에 따라 경영자가 선택하는 이익조정 수단에 차이가 있는지 분석하였다. 실증분석 결과 공정공시 수준과 발생액을 통한 이익조정간에는 음(-)의 관계, 그리고 실제활동이익조정과는 양(+)의 관계가 있는 것으로 나타나 공정공시 수준에 따라 경영자가 선택하는 이익조정 방법에 차이가 있는 것으로 나타났다. 회계투명성을 제고하고 그리고 정보불균형을 해소하기위해 도입된 공정공시제도로 인해 경영자의 이익조정행위의 견제가 뒤따를 가능성이 높아짐에 따라 규칙제정자들의 의도와 달리 경영자가 이익조정이 필요할 경우 상대적으로 안전하다고 판단되는 이익조정방법을 선택하고 있는 것으로 나타났다.

공정공시와 자기자본비용의 관련성

나영 ( Young Na ),임욱빈 ( Wook Bin Leem ) 한국회계학회 2014 회계학연구 Vol.39 No.1

According to the findings in prior studies, firms with more expansive voluntary disclosures are associated with lower costs of capital. Moreover, it is argued that greater voluntary disclosure enhances stock market liquidity by reducing cost of capital through reduction of transaction costs and information risks. Following the prior studies, this study examines whether the Regulation Fair Disclosure of Korea plays a positive role that reduces the cost of equity capital, which is a major purpose of the implementation of the Regulation Fair Disclosure (which was initially introduced in Korea during 2001). Also this study analyzes whether there are any different capital market effects depending on the nature of fair disclosures and foreign investors` ownership. Although there have been various studies that use Korean data on the effect of Regulation Fair Disclosure, it is not clear up to now what the comprehensive effect of the disclosure on the cost of capital. Specifically, this study examines the association between the frequency (level) of fair disclosures by listed companies and the cost of equity. Additionally this study tests whether there is a significant relationship between the level of fair disclosures and the cost of equity after controlling for the earnings quality. In summary, the methodologies employed in this study is similar to those used by Francis et al. (2008). For empirical analyses, this study employ the data collected from 2005 to 2010 from Korean stock market. The final samples are 2,218 firm-year observations collected from 155 distinct firms. Among them, 1,750 observations are earnings forecasts disclosures, while the remaining 468 observations are non-earnings forecasts disclosures. To measure the cost of capital, we use ex ante measure of the cost of capital, developed by Gode and Mohanram (2003) and Easton (2004). The empirical results are summarized as follows: Firstly, the relationship between the level (measured by the frequency of disclosures) of the fair disclosure and the cost of equity capital is significantly negative. Even after controlling for the earnings quality (which is measured by the variability of earnings), the relationship between fair disclosure level and the cost of equity is negative consistently. These results suggest that, when a firm disclosures more information through fair disclosures system, the cost of equity is decreased as the wider the range of disclosure by the firm reduces information risks and asymmetry. As a result, it implies that firms get the benefit through the expanded disclosures. Secondly, after dividing the fair disclosures into earnings forecasts disclosures and non-earnings forecasts disclosures in terms of the nature of information, the effect of both disclosures on the cost of equity is analysed. The results show that earnings forecasts disclosures have a significantly negative relationship with the cost of capital, but non-earnings forecasts does not. These results imply that frequent earnings forecasts disclosures can reduce firms` information asymmetry because those kinds of information is considered as more useful and reliable. As a result, decreased information asymmetry due to the disclosure of earnings forecasts may result in reduction of the cost of equity. In contrast, the disclosure of less important non-earnings forecasts rarely influence market participants, which lead to insignificant relationship between non-earnings forecast disclosures and cost of capital. Finally, the result of the effect of foreign investors` ownership on the relationship between the disclosure level and cost of equity shows that the foreign investors` ownership is a significant factor which affects the relationship between disclosure level and cost of capital. The interaction term between the frequency of disclosures and foreign investors` ownership is significant. That is, the more the foreign investors` ownership and the higher level of voluntary disclosures, the smaller cost of capital. The results imply that firms with more foreign ownership experience even a greater benefit of reduced cost of capital when they disclose more information. The empirical results of this study provide useful implications upon improving the Regulation Fair Disclosure and the efficient distribution of capital. Based on the findings in this study, future research on the fair disclosure may focus on how to efficiently regulate the disclosure system and also focus on direct comparison of fair disclosure firms and non-fair disclosure firms for enhancement and usefulness of the fair disclosure information. In addition, by reporting the relationship between disclosure level and cost of capital, this study complements the mixed findings in prior studies and help for academics to enhance the understanding on the effect of the disclosures.

노동조합이 기업의 공정공시에 미치는 영향에 대한 연구

안태식 ( Tae Sik Ahn ),심호식 ( Ho Shik Shim ),박진하 ( Jin Ha Park ) 한국회계학회 2011 회계학연구 Vol.36 No.4

This study examines the relationship between labor union and the frequency of information disclosed under fair disclosure system. Specifically, we investigate whether the presence of union (bargaining power of unions) is related to the frequency of disclosure. There exist two different perspectives on the role of unions in a union-management relationship: a partner for goal alignment or a residual claimant. The former view emphasizes that management can achieve effective labor-management cooperation and goal alignment with unions by sharing information (Palmer 1977; Foley and Maunders 1977). However, the latter perspective stresses that unions, through collective bargaining, redistribute a larger portion of profits to their members and consequently decrease firm profitability. In other words, in a situation where the firm and the union share the profits, the union would attempt to maximize the utility of its members by increasing its share of the firm`s surplus. Therefore, firms with a unionized workforce should have an incentive to hide or misrepresent their true position to take advantage of the negotiation (Reynolds et al. 1998). In this regard, studies have suggested that unionized firms carry out a lower level of investments (Bronars and Deere 1993; Fallick and Hassett 1999), use accounting choice to influence labor negotiations (DeAngelo and DeAngelo 1991; D`Souza et al. 2001; Yoon and Ko 2006), increase debt (Bronars and Deere 1991; Matsa 2010), or hold smaller cash reserves (Klasa et al. 2009). However, there is little evidence concerning whether a firm conceals information to its union except Hilary (2006) which finds empirical evidence of a positive relationship between strong organized labor forces and information asymmetry. Thus, the purpose of our study is to enhance understanding on this issue by examining the relationship between labor union and the frequency of disclosure. We investigate corporate disclosures following the adoption of regulation fair disclosure of the Korea Stock Exchange (KSE) in November 2002. Disclosures under this rule are voluntary in terms of that the firm has discretion over whether to release the information or not (Shim et al. 2010). Therefore, this provides a good environment to investigate a firm`s strategy on disclosure when they have an organized labor force. We develop our hypotheses based on two competing effects of union. On the one hand, managers of a firm may have an incentive to reduce information when the uncertainty concerning managerial objectives is higher. Strong labor provides this environment because managers act differently in the presence of different parties that have potentially conflicting goals. For example, while managers would manipulate earnings upward in general, those facing strong union would manipulate earnings downward, and thereby misrepresent their true position to be better off both in the market and in labor negotiation. From this perspective, unionized firms may have an incentive to minimize disclosure and increase uncertainty in order to increase their bargaining power in collective bargaining. On the other hand, unions argue that not only they are residual claimant but also they enhance the information environment by discipline firms to report the firm`s financial condition faithfully and to disclose that information to the market. In addition, information required by union is overlapped with the regulation fair disclosure, and KSE`s guideline propose firm to disclose information that is internally distributed if it is a subject of regulation fair disclosure. The more strong the union is, the bigger this effect will be. Therefore, from the second perspective, it is expected that the frequency of disclosure is higher in the presence of strong union. We do not predict whether the relationship between labor union and the frequency of disclosure is positive or negative because there are competing arguments. On the one hand, as we discussed above, a strong union could reduce the frequency of disclosure because firms have an incentive to minimize information flow both to them and to the market. On the other hand, a strong union could demand for more information disclosure both to them and to the market resulting in a higher frequency of the disclosure. Following these two competing arguments, we posit our hypotheses in null form that the presence of union (bargaining power of unions) is not related to the frequency of disclosure. Our sample consists of 1,681 firm-year observations in the manufacturing industry for the period 2003-2008. All firms are listed on the KSE. Using this sample, we find that unionized firms have lower frequency of fair disclosure compared to nonunionized firms. Second, we find that union`s bargaining power is positively related to the frequency of fair disclosure. In sum, this result implies that the existence of a union reduces the firm`s level of fair disclosure, but in a unionized firm, the stronger the union, the higher frequency of fair disclosure because union can play a monitoring role. This study has implications to practitioners and academics on labor negotiations and disclosure. In addition, we try to eliminate the endogeneity problem that arises from the characteristic differences between unionized firms and non-unionized firms using Heckman`s two-step regression (1979). Finally, the paper utilizes firmlevel union data uniquely available in Korea.

공정공시에 대한 시장반응: 코스닥시장의 주가붕괴위험을 중심으로

이상혁,유승원 한국회계정보학회 2021 회계정보연구 Vol.39 No.1

[Purpose]This paper examines whether the fair disclosure, which was implemented in 2002, is fulfilling its role in the KOSDAQ market, based on the stock crash risk, a measure of information asymmetry. This paper expects that stock crash risk, the result of information asymmetry, will be affected by the role of the fair disclosure. [Methodology]Using samples listed on the KOSDAQ market since 2011 when K-IFRS is introduced, this paper analyzes how the stock crash risk changes with an issuance of fair disclosures or an increase in the number of fair disclosures. [Findings]In the case of the KOSDAQ market, the stock crash risk increases in the fiscal year with the occurrence of fair disclosures or the increase in the number of fair disclosures. [Implications]First, we show the effect of fair disclosures in the KOSDAQ market. Second, we show that the effectiveness of fair disclosures in the KOSDAQ market persists for a considerable period of time. These results suggest that if the role of fair disclosure in the KOSDAQ market is limited, regulators need to seek additional systems to increase the information usefulness of fair disclosure in the KOSDAQ market or to lower the information asymmetry from a long-term perspective. [연구목적]본 논문은 지난 2002년 시행된 공정공시제도가 코스닥시장에서 본연의 역할을 하고 있는지를 시장의 정보불균형 측정치인 주가붕괴위험을 중심으로 분석하고자 한다. 본 논문은 공정공시의 역할에 따라 정보불균형의 결과인 주가붕괴위험도 영향을 받을 것으로 예상한다. [연구방법]본 논문은 한국채택국제회계기준이 도입된 2011년 이후 코스닥시장에 상장된 기업을 표본으로 하여 공정공시 실시 여부 및 공정공시 횟수의 증가에 따라 주가붕괴위험이 어떻게 변하는지 분석하였다. [연구결과]코스닥시장의 경우 공정공시 실시 여부 및 공정공시 횟수의 증가에 따라 공정공시가 발생한 회계연도에 주가붕괴위험이 높아지는 것으로 확인되었다. [연구의 시사점]첫째, 선행연구를 확장하여 코스닥시장에서의 공정공시 효과를 제시하였다. 둘째, 코스닥시장에서 공정공시의 효과는 상당기간 영향을 미친다는 결과를 보여주었다. 이러한 결과는 코스닥시장에서 공정공시의 역할이 제한적이라고 한다면, 규제당국은 코스닥시장에서 공정공시의 정보유용성을 높이거나, 코스닥시장에 상장된 기업의 정보불균형을 장기적 관점에서 낮추기 위한 추가적인 제도의 모색이 필요하다는 시사점을 제시한다.

공정공시제도 도입으로 인한 회계이익의 가치관련성 변화에 대한 연구

이세용 ( Se Yong Lee ),노밝은 ( Bahl Geun Roh ) 한국회계학회 2011 회계학연구 Vol.36 No.1

In Korea, Regulation Fair Disclosure(RFD, hereafter) was adopted in November, 2002. The purpose of RFD is to prevent the selective provision of information on firms to selected interested parties, and to urge firms to announce the same information to the public that they want to give to the selected parties such as analysts or institutional investors. By blocking selective disclosure through the RFD, regulators` intention was to eliminate any informational advantages that had benefited the selected parties only. Prior studies in Korea show that the enforcement of RFD reduced the leakage of advanced information (Lee & Choi, 2004), which implies that information asymmetry among market participants was mitigated after the adoption of RFD. For example, volatility of abnormal returns or variation of stock trading volume has been decreased on the disclosure day in the concerned industries (Kim et al, 2005). And Oh & Sohn (2006) showed that there was significant decrease in both analysts` forecasting performance and their optimistic bias after the enforcement of RFD. Foreign prior studies also show that RFD reduces volatility of abnormal return in the earings announcement day, the leakage of advanced information, and the trading expense. Many studies also show that the forecasting accuracy has not been declined even if relative uncertainty in the forecasting of earnings has become large (Shane et al., 2001; Heflin et al., 2003; Gadarowski and Sinha., 2007; Eleswarapu et al., 2004). Although many prior studies, domestic or foreign, showed that (the 생략) RFD has positive effects as mentioned above, however, it might have negative effects as well. RFD can restrict the communication between analysts (or institutional investors) and firm managers, which leads to the result that analysts might have difficulty in gathering private information needed to forecast future earnings from managers. In addition, there could be a loss in available information for investors, because it is likely that managers are reluctant to announce information due to both the complicated procedure of RFD and penalties against unfair disclosure. Additionally, whether to disclose or not is subject to managers` arbitrary decision because of the ambiguity of the related regulations concerned with the requirement which the firms should disclose to satisfy the RFD. In the stream of research that we have seen in the above, we could not find any studies as to whether the usefulness of accounting earnings has changed after the adoption of RFD. Therefore, the purpose of our paper is to examine whether the adoption of the RFD has increased the value relevance of earnings or not. By doing so, we hope that we could answer the question, whether RFD has made positive effects on the usefulness of accounting information. Value relevance as a summary indicator of informativeness of accounting numbers is related with the question, how well the accounting information summaries every information that affects stock price ex post facto at least. However, the most prominent problem about the value relevance is that current stock price is a noisy proxy about true firm value. So we can measure the value relevance by estimating how much the accounting information include distinct information independent with current stock price about true firm value. (Kwon et al, 2010. p.569) In this respect, by blocking selective disclosure, the earnings information can be transferred faster. In this case, we can expect that the relation of earnings and returns would be improved. If this expectation is appropriate, we can believe that earnings information would be transferred to the market participants more quickly by RFD. And then RFD might increase value relevance in the capital market. In this context we can find the validity of the RFD in the accounting perspective. To achieve our purpose, we selected the sample for the period from 1999 to 2006, and analyzed the changes in value-relevance of accounting earnings before and after the adoption og RFD. The results showed 1) the value-relevance of accounting earnings has increased significantly for the entire firms after the adoption of RFD, 2) for the firms that did not practice fair disclosure, increase in value-relevance of accounting earnings has not been observed, and 3) however, for the firms that did practice fair disclosure, the value-relevance of accounting earnings has increased more after the adoption of RFD compared with before the adoption of RFD. These results imply that with the adoption of RFD, selective provision of accounting information is restricted, information asymmetry in capital markets is also mitigated, and, as their results, the usefulness in accounting information is increased. Compared to prior studies, this paper has two distinctive implications as follows. Firstly, most of prior studies have analyzed the changes in information asymmetry driven from RFD. Concretely they examined the market response around the event day, which was mainly the date when regulators announced that they would enforce fair disclosure, or measured the increase or decrease in the accuracy of earnings forecasts by analysts after RFD, However, the prior studies have not worked on the concrete analysis about how RFD has affected the informativeness of earnings. In this kind of research stream, we investigated the effect of RFD on the value relevance which is an important measure of accounting earnings` usefulness. So we expect that our paper would tell how RFD improves the usefulness of accounting information by analyzing the changes in value-relevance of accounting earnings before and after the adoption of RFD. Secondly, most Korean prior studies have made short-term analyses such as the effect of the RFD by event study or immediate effect after the adoption of the system. Our study, however, analyzed the long-term effect of RFD by seeing value relevance of accounting earnings for eight years, each four years before and after the adoption, respectively. Nevertheless, our study has limitations as follows. Firstly, compared to the firms not practicing fair disclosures, firms practicing fair disclosures show value relevance significantly high after RED, but the significance level is about 10 percent, which means that our results is not robust. So we are hoping for studies that would back up our conclusion. The way of backing up could be adding more samples, rearranging samples used in this paper and so on. Secondly, it is risky to generalize the conclusion of our study to every firms because we could not observe the effect of RFD on small firms. We guess that the reason is not the ineffectiveness of RFD but the prejudiced market response toward the small firms. Even if a small firms disclose well, market may not trust the announcement for the simple reason that they are small ones. This kind of facts would be a subject studied afterward. In conclusion, we believe that the adoption of RFD improves informational environment in capital market and then strengthens value relevance. But in the cases of firms not practicing fair disclosure and small firms, there exist no effect of RFD. Therefore, we believe that we need to make some improvements to RFD to help it function properly.

한국유가증권시장의 실시간 정보 효율성 검증

이우백,최우석 한국재무관리학회 2009 財務管理硏究 Vol.26 No.3

In this article we examine a unique data set of intraday fair disclosure(FD) releases to shed light on market efficiency within the trading day. Specifically, this paper analyze the response of stock prices on fair disclosure disseminated in real-time through KIND(Korea Investor’s Network for Disclosure) on Korea stock exchange during the period from January 2003 to September 2004. We find that the prices of stock experiences a statistically and economically significant increase beginning seconds after the fair disclosure is initially announced and lasting approximately two minutes. The stock price responds more strongly to fair disclosure on smaller firm but the response to fair disclosure on the largest firm stock is more gradual, lasting five minutes. We also examine the profitability of a short-term trading strategy based on dissemination of fair disclosure. After controlling for trading costs we find that trader who execute a trade following initial disclosure generate negative profits, but trader buying stock before initial disclosure realize statistically significant positive profit after two minute of disclosure. Summarizing overall results, our evidence supports that security prices on Korea stock exchange reflects all available information within two minutes and the Korea stock market is semi-strongly efficient enough that a trader cannot generate profits based on widely disseminated news unless he acts almost immediately. 본 논문은 2003년 1월부터 2004년 9월까지 표본기간동안 한국유가증권시장의 전자공시시스템인 KIND를 통해 접속매매시간 동안 장중에 발표되는 비실적 관련 공정공시 표본 자료를 일중 사건연구로 분석하여 실시간 정보에 대한 효율성을 검증하였다. 장중 발표되는 공정공시 정보에 대해 주가는 평균적으로 2분 이내에 유의적으로 강하게 반응하는 것으로 나타났다. 또한 공시 발표 시점 2분 이후 부터 10분까지는 추가적인 양의 주가 반응이 있었으나, 이후 시간에는 소폭 반전하는 형태를 보였다. 공정공시 종류별로 볼 때 기타사항 공시를 제외한 사업계획 공시나 경영사항 공시에 대해서는 공시 발표 2분 이후부터 20분까지의 시간에는 추가적으로 유의적인 주가의 반응은 발견되지 않았다. 한편 공시 정보에 대한 주가 반응의 크기는 소기업 표본의 공시일수록 강한 것으로 나타났으며, 규모가 큰 종목의 표본에서는 2분 이후에 정보가 지연되는 현상이 발견되었으나 5분 이후로 지속되지는 않은 것으로 나타났다. 이 같은 결과는 기업 특유 정보 내용(firm-specific information)의 공시에 대해서는 대기업보다는 소기업에서 반응하는 속도가 상대적으로 빠르다는 것을 의미한다. 공시 정보를 이용하여 거래비용을 제외하고도 초과수익률을 획득할 수 있는지를 분석한 결과에서는 공시 시점 이후 매입하는 전략은 모두 음의 수익률을 보였다. 반면에 공시 발표 시점 이전과 공시 시점에서 매입하는 전략은 평균적으로 2분이 경과한 다음부터 양의 수익을 시현하는 것으로 분석되었다. 공시 발표 시점에서 소형주를 매입할 경우 2분 이후부터 양의 초과 수익이 발생하지만, 대형주는 10분이 지나도 양의 초과 수익을 획득할 수 없었다. 이상의 결과를 종합하면 투명한 전자 공시 체제를 운영하는 한국유가증권시장은 실시간적으로 준강형 정보 효율성이 높은 시장이라 할 수 있다.

지분율 괴리도와 공시 정보의 빈도 사이의 관계

심호식 ( Ho Shik Shim ),이문영 ( Moon Y. Lee ),최종학 ( Jong Hag Choi ) 한국회계학회 2010 회계학연구 Vol.35 No.4

ownership divergence) and the frequency of information disclosed under fair disclosure system. The ownership wedge implies the difference in the voting right and cash flow right of the controlling shareholders. The ownership wedge is found in many countries, Asian as well as European countries where the legal protections for the minority shareholders are generally weak (Faccio and Lang 2002). Larger the ownership wedge, controlling shareholders have an incentive to pursue their private interests (Claessens et al. 2000, 2002) by transferring wealth from minority shareholders to themselves. Thus, the interests of minority shareholders are sacrificed. Prior research in accounting and finance show that these incentives caused by the ownership wedge influence the firm value, operating performance, investors` reaction in a negative way (Claessens et al. 2000; Fan and Wong 2002, 2005; Kim and Yi 2006). However, there has been no study which investigates the effect of ownership wedge on the amount of information disclosure. Prior study of Sonu et al. (2010) documents that the magnitude of the ownership wedge is positively associated with the error in analysts` earnings forecasts. They document that as the wedge increases the error in the forecasts increases. Sonu et al. (2010) interpret the findings that firms with greater wedge may be reluctant to provide useful information to analysts and investors who are afraid of revealing accurate information. It is because the information could reveal controlling shareholders` behavior to pursue private interest. The study of Sonu et al. (2010) provides a foundation for this study. In this study, we directly examine the link between ownership wedge and the amount of information disclosure. If controlling shareholders are reluctant to provide detailed information to the outsiders, the amount of information disclosed by the firm could decrease. However, although it is not popular view among researchers, Wang (2006) predicts that companies with problem in corporate governance may release more information to attract the investors` attention. In such a case, we may find positive association between ownership wedge and the frequency of firm disclosure. To measure the ownership wedge, we use the ownership data released by Korea Fair Trade Commission in each year. For the amount of information disclosed, we use the information released via the fair disclosure regulation of Korean Stock Exchange, which was introduced in November 2002. Prior study of Lee (2008) performs an extensive study on the nature and effect of information disclosed under fair disclosure rule. The study shows that investors strongly respond to the disclosed information. Thus, the information released under fair disclosure system is a good proxy for the amount of information disclosure by each firm. The sample period used in this study starts from 2003 and ends 2008. The fair disclosure data are collected from Korean Investor`s Network for Disclosure system (www.krx.co.kr). The sample size is 557 firm-year observations from 147 large conglomerates in Korea. Among 557 firm-year observations, 137 observations do not have any disclosure, whereas the remaining 420 observations made multiple disclosures. On average, sample firms made 4.59 disclosures per year. We divide full sample to 2 different categories of disclosures, disclosure on future forecasts and disclosure on strategic promotion, and report the statistics on the frequency of the disclosures separately. In addition, average cash flow right is 15 percent, whereas the voting right is 43 percent in our sample. Thus, the average ownership wedge is 28 percent, which is the difference between cash flow right and voting right (43- 15=28). The other financial variables used in the analyses are collected from KIS Value and DataGuide Pro databases. Empirical results reveal that there exists a negative association between the ownership wedge and the frequency of disclosure, after controlling other factors which are known to be correlated with the frequency of disclosures (the firm size, the number of days after the initial listing of the firm, Big 4 auditor choice indicator variable, foreign ownership percentage, leverage ratio, sales growth rate, book-to-market ratio, yearly return variability, and other governance-related variables). When we divide the ownership wedge to cash flow right and voting right, the results reveal that only the voting right is significantly associated with the frequency of information disclosures, whereas the cash flow right is insignificant although the sign of the coefficient is in the expected direction. These findings are consistent with those in Sonu et al. (2010) that only voting right is significantly associated with the error in analysts` earnings forecasts. When we further restrict the samples to observations that made at least 1 disclosure during the year and the ownership wedge is greater than zero (thus there is a difference between cash flow right and voting right of controlling shareholders), the results are also qualitatively the same. In summary, these empirical findings are all consistent with the prediction based on the theory presented in the paper. The findings in this study are expected to provide valuable insights to regulators, academics, practitioners, as well as investors. We expect future research should turn the attention to the quality of disclosure as well as the quantity.

공시행태에 따른 회계이익의 가치관련성에 관한 연구

오상희(Sang-hui Oh) 한국산업경제학회 2015 산업경제연구 Vol.28 No.5

본 연구의 목적은 금융감독원이 2002년 공정공시제도를 도입한 이후, 공정공시의 공시행태에 따라 회계이익이 가치관련성이 있는지와 기업 규모에 따라 공시행태가 회계이익과 가치관련성이 있는지를 살펴보고자 한다. 공시행태는 실적예측공시항목과 비실적예측공시항목으로 나누어지고 표본기간은 5년이다. 본 연구의 분석결과를 요약하면 다음과 같다. 첫째, 공정공시제도 중 실적예측공시항목은 회계이익이 기업가치를 잘 반영하는 것으로 나타났으며, 비실적예측공시항목 또한 회계이익과 기업가치관련성이 유의적으로 나타나고 있었다. 따라서 가설 1과 2 모두에서 공시수준이 높을수록 회계이익의 가치관련성은 증가하는 것으로 나타났다. 둘째, 대기업과 소기업으로 표본을 나누어 분석한 결과, 대기업일수록 실적예측공시항목과 비실적예측공시항목 모두에서 회계이익과 기업가치관련성이 유의적인 양(+)의 값을 나타내었다. 따라서 가설 3과 4에서 대기업에서 공시수준이 높을수록 회계이익의 가치관련성은 증가하는 것으로 나타났다. 본 연구는 공시행태를 실적예측공시항목뿐만 아니라, 비실적공시예측항목까지 포함하여 분석한 것에 의의가 있으며, 이전의 연구와는 달리 공정공시라는 정보환경의 변화를 회계이익과 가치관련성의 입장에서 분석한 것에 의의가 있다고 할 수 있다. 또한 연구기간을 공시제도 도입 이후부터로 확장하지 않은 것이 한계점이다. Regulation Fair Disclosure was adopted in 2002, in Korea. The purpose of this study is that the value-relevance of earnings has increased significantly for the entire firms. And the value-relevance of earnings has increased significantly after the separation by size of firms. In the this study, types of Regulation Fair Disclosure was classified in two sub items earnings forecasts disclosure and non-earnings forecasts disclosure. For empirical analyses, this study selected the data for the period from 2010 to 2015 from Korean stock market. The empirical results are summarized as follows: First, earnings forecasts disclosure of Regulation Fair Disclosure has increased significantly in the value-relevance of earnings. And non-earnings forecasts disclosure of Regulation Fair Disclosure is has increased significantly in the value-relevance of earnings. Therefore hypothesis 1, 2 was proved that higher level of disclosure was increased in the value-relevance of earnings. Second, this study was classified the sample by the big firms and the small firms. The result of study, the big firms has increased significantly in the value-relevance of earnings in earnings forecasts disclosure and non-earnings forecasts disclosure. This study has two implications as follows. First, this study has two types disclosure in earnings forecasts disclosure and non-earnings forecasts disclosure unlike prior studies. Second, in Changed accounting information environment, this study had in the view point that Regulation Fair Disclosure will have relation value-relevance and accounting earnings. Last, this study of limitation is that period of study is too short.

영업비밀 열람과 보호 - 공정거래위원회 심의절차와 그 처분취소소송절차에서의 ‘외부 대리인 한정 열람’을 중심으로

한애라 사법발전재단 2021 사법 Vol.1 No.58

This paper reviews the newly adopted “limited disclosure” of trade secrets by way of “external eyes only(EEO)” in the Fair Trade Commission(“FTC”) Proceedings and further studies whether the EEO disclosure may also adopted to the judicial review procedure to the FTC’s decisions. The limited disclosure of the FTC proceedings, referring to the Data Room Procedure of the European Commission, allows the disclosure of trade secrets only to a party’s external counsels inside the data room. This EEO disclosure satisfies both the protection of data holders’ trade secrets and the party’s right to defense while saving the efforts and costs of the party and the FTC for the disclosure. Although the EEO disclosure is possible in the FTC proceedings, however, there exists no such EEO disclosure in the judicial review proceedings on the FTC’s disposition, which limits the party’s access to trade secrets that are essential for the party’s defense. The whole amendment to the Monopoly and Fair Trade Act(“MFTA”) adopted the order to produce materials, the EEO disclosure of trade secrets and the order to maintain confidentiality in the legal proceedings on damages claims caused by the infringement of the MFTA. Similar methods should be implemented to the administrative appeals suit to the FTC’s decisions. Furthermore, considering the difficulties of evidence gathering in the Korean legal proceedings, the above means for the disclosure of trade secrets should be extended to general civil and administrative lawsuits. 이 논문에서는 공정거래절차에서 새로 도입된 EEO 방식의 제한적 자료열람 제도를 살펴보고, 이러한 EEO 방식의 증거조사가 공정거래위원회의 처분에 대한 취소소송에 도입될 수 있는지를 추가로 검토한다. 제한적 자료열람은 EEO 방식, 그중에서도 EU의 데이터 룸 방식에 의하여 당사자의 외부 대리인만이 데이터 룸에서 영업비밀 자료를 열람하게 하는 것으로서, 자료제출자의 영업비밀 보호와 당사자의 방어권 보호라는 상충되는 요구를 모두 만족시킴과 아울러 열람·복사 과정에서 드는 당사자와 공정거래위원회의 노력과 비용을 감소시키는 장점이 있다. 그러나 공정거래절차 단계에서 피심인 측이 EEO 방식으로 영업비밀을 열람할 수 있었다 하더라도, 공정거래위원회의 처분에 대한 취소소송에서는 이러한 제도가 존재하지 않아 당사자 측의 방어권 행사에 필수적인 영업비밀에 대한 접근권이 제한되고 있다. 전부 개정 독점규제 및 공정거래에 관한 법률에서는 공정거래법 위반행위로 인한 손해배상청구소송에 관하여 자료제출명령과 EEO 방식의 증거조사, 비밀유지명령 등의 제도를 도입하였는데, 공정거래위원회의 처분에 대한 취소소송에도 같은 제도를 도입할 필요가 있다. 나아가 소송절차에서의 증거수집이 매우 어려운 우리나라의 실정에 비추어, 일반 민사소송과 행정소송에도 EEO 방식의 증거조사 및 비밀유지명령 등 제도를 도입하는 것을 적극적으로 검토해야 한다.