미국의 크라우드펀딩 규제 변화와 함의에 관한 연구 면제발행 규제의 개선에 관한 논의를 겸하여

On March 4, 2020, the SEC, the U.S. securities regulator, released the "Facilitating Fundraising and Expanding Investment Opportunities by Improving Access to Capital in the Private Markets" (the "Improvement Act"), which seeks to improve the overall regulation of exempt offerings, including Regulation CF. On November 2, 2020, the Improvement Act was finalized, and the amendments to the Improvement Act became effective on March 15, 2021. The purpose of the Improvement Act is to increase investment opportunities for investors and access to capital markets for issuers by eliminating regulatory gaps and complexity related to exempt offerings under the U.S. Securities Act in an overall deregulatory environment.
The U.S. reform significantly increases the issuance limit, removes the accredited investor threshold from the calculation of the investment limit, and revises the method of investment calculation so that the investment limit can be increased for retail investors. In addition, by allowing oral advertisements, it can be evaluated that the Improvement Act has opened a way for issuers or their agents to more effectively promote their crowdfunding campaign through offline oral advertisements. Further, as a new institution, a testing-the-water system is introduced to check the willingness of potential investors to invest, so that they can identify the success of the crowdfunding beforehand. As the biggest change in the Improvement Act from an institutional perspective, the Improvement Act introduces the crowdfunding vehicle system allowed in Europe to facilitate issuers' back-office administration, and to ensure that issuers are not disadvantaged by the presence of multiple shareholders when raising additional funds through venture capitals, etc.
The crowdfunding system under the Korea's current Capital Markets Act was designed based on the existing logic of securities regulation when discussing the introduction of the system in 2013, reflecting the opinion that strong regulatory intervention is necessary because crowdfunding is a primary market for early-stage companies issuing risky securities. This is also the case in the United States, but in some aspects, including advertisement regulation, the Korea's crowdfunding system is stricter than that of the United States. Of course, the Korean financial regulator has tried to relax the regulations by amending laws and regulations several times, but it is true that it has lacked systemic improvement in the same way as a tinkering palliative therapy. Therefore, this author believes that the overhaul of the crowdfunding system and the private capital market system as a whole under the US Improvement Act has significant implications for the overhaul of the crowdfunding system and the private capital market in Korea.