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Research On Legal Problems Of Information Disclosure For Registration-based Initial Public Offering System

Posted on:2017-10-14Degree:DoctorType:Dissertation
Country:ChinaCandidate:Y LiaoFull Text:PDF
GTID:1316330512957095Subject:Economic Law
Abstract/Summary:PDF Full Text Request
The regulations related to information disclosure is one of the main targets for the reform of registration-based initial public offering(IPO) system. Since the third plenary session of the 18 th central committee, the core of registration-based IPO system reform can be summarized into: adhere to the reform idea of marketization and institutionalization; clarify the government-market relation in the process of IPO; highlight the management idea based on information disclosure; promote the main market bodies to perform due diligence; optimize the mechanism of marketization; and strengthen the protection of investors. “A reform plan for the initial public offering system” published by the China Securities Regulatory Commission(SRC) in November 2013 has been seen as a major step unveiled a major step towards a market-oriented IPO registration system. The relevant provisions included in the adjustment suggestions of “Securities Law of the People’s Republic of China” published in December 2015 has acquired the registration-based system applied to the IPO to the Shanghai Stock Exchange and Shenzhen Stock Exchange in two years, and SRC is responsible to work on the corresponding regulations. Therefore, the objective of this dissertation is to investigate the applicability of regulations regarding information disclosure to the corresponding laws.The content of this dissertation can be divided into the two parts which are the introduction and main text. The introduction part includes the background, recent development and popular research topic distributions, and innovation ideas and the theoretical research routes. There are four chapters in the main text. The first chapter focuses on the theoretical interpretation of information disclosure under registration-based IPO system according to the juristic explanation and introduction of application mechanism. Also, the information disclosure under registration-based IPO system effectively promote the transaction behavior due to the resonation effect with the mainstream values prevailing in society. In the theoretical level, starting from the applicability issues regarding the reform of information disclosure regulations for registration-based IPO system, constructing two paradoxes: market failure paradox due to information asymmetry, and paradox of efficient market hypothesis. Based on the two paradoxes, four innovative theoretical items can be introduced: CBA cost-benefit analysis theory, behavioral economics analysis theory, social network analysis theory, and extractions of theory analysis from the transitions of information disclosure applicability.The second chapter presents the empirical studies of existing information disclosure system based on the theoretical analysis. Firstly, the special corporate governance system due to capital raising purposes of Chinese equity market is introduced. In this case, the trend prediction of information disclosure in China can be conducted according to the analysis of social network theory and hypothetical analysis objective embedded in the special social network structure. Moreover, the mechanism of information disclosure can be further investigated based on the analysis of federal level registration-based IPO system in the USA. Secondly, the weakness of current regulations in dealing with securities fraud activities is presented according to the empirical researches of existing legal supervision framework in China. Lastly, research blind area of information disclosure system is induced by comparing the differences between legal supervision framework in China and America, where are the conflict of substantial verification and formal verification, ignorance of social network differences, and the low cost of violation. The purpose is to lay a foundation of researches to propose the localized information disclosure system.In the third chapter, the obstacles during the transition of information disclosure under registration-based IPO system are proposed from three research angles, which are marketing environment, supervision framework, and ancillary supporting system. First of all, under market-oriented system, it is difficult to avoid the obstacle when the investor-oriented logic meets the real investment environment. In reality, the information processing capability is relatively low in China because the equity market is dominated by small and medium individual investors. This type of investors have limited professional skills to process the disclosed information or even obtain these information. Hence, one of the problem is to improve the “reading flexibility” of the investor, where the disclosed information can be more easily processed in order to reflect real market price. Also, the SRC, as a single supervision institution, has certain limitations to properly supervise the market, which including failure of laws due to the intervention of administrative actions, over-influence by the sponsors, and formalistic approval of SRC. Lastly, the low effectiveness of delisting system can result in the “barrier lake”, which may further resist fraud. These problems are discussed by comparing with American double registration-based system in order to provide a solution for the Chinese financial market.In the fourth chapter, some applications issues proposed in the third chapter regarding transient period of information disclosure are re-addressed, and some theoretical provisions to solve these problems are discussed. The framework of proposed provisions consider three main aspects:(1) re-managing the disclosed information and compress the information based on the cost-benefit analysis, and investigate the non-rational behavior to adjust the voluntary component in the disclosed information, in order to reduce the issuing cost and improve the earning per share, where also improve the reputation of issuer and increase the fund raising efficiency;(2) constructing the multi-level market supervision framework inside stock exchange, this framework shall be tailored for different market bodied in order to satisfy diversified supervision requirement. This could enhance the effectiveness in using market resources and develop more healthy and sustainable companies in the market’(3) information disclosure is one kind of social responsibility of public companies. It is vital to reinforce the localized supervision framework, increase the cost of law breaching of public companies. It shall emphasize delisting as an important punishment for breaching the rules of information disclosure, optimize the “Special delisting disclosure system” and highlight the punishment of disobey information disclosure rules. According to these three dimensions to improve the quality of information disclosure, effectiveness of registration-based IPO system, and increase the cost of breaching information disclosure rules, in order to resist and reduce the securities fraud behaviors.The registration-based IPO system built from information disclosure as the core is developed based on the market-oriented ideas. It is vital to keep updating the rules and regulations during the transient period from approval-based system to registration-based system. Continuous attempt of more strict laws is the only approach to make the provisional regulations more close to the reality, and make the regulations and law not constrained to “declare function”.
Keywords/Search Tags:Registration-based IPO system, Disclosure, Securities Fraud, Investor protection
PDF Full Text Request
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