The Research On System Of Incorporation In Short Swing Trading

The right of incorporation system aims to ensure the common investors to trust in the fairness and justice of securities market. The system looks into the civil liabilities of insiders with the easiest ways, which makes up some weak points of short swing trading system. The stipulation in Securities Law is too simple and not so practical. This article analyzes the main body , the definition of short swing trading and the exercise of the right of incorporation on the basis of relative stipulation and practice in Securities Exchange Act of America , Japan and Taiwan region. What's more, it brings up some legislative advice: The main body of short swing trading should be expanded to directors , supervisors , senior managers and the main shareholders; "Beneficial owner" should be involved in and be included into the subject of executing the right of incorporation; Take "one-side doctrine" in defining the main body of short swing trading; The "purchase and sale" should refer to purchasing and selling in current; To define the short swing trading should take subjective criterion of liability; The system of litigation in subrogation by shareholders should be established, thus it is beneficial for the shareholders to execute the right of incorporation; The income of short swing trading should be included in the scope of executing the right of incorporation and should be accounted by "highest price out lowest price in rule". The right of incorporation is right of claim, and its executing period is the limitation of actions, 2 yeas.