The Research On Legal Issues Of The Warrants

With the rapid development of financial business, under the promotion from interrelated business like financial affairs and accounting business, various kinds of financial derivative products model were designed constantly. So-called warrants are securities which are issued by target securities issuers or third party, Two parties are making an appointment that holders are entitled to buy or sell target securities to issuer in engaged price or fetch price differences with cash clearing form in prescriptive period or specific maturity.The right from warrant----warrant selective right, buy or sell is a kind of form right. Right-owners'unilateral meaning express is enough to generate right-changing result. Reason and basis to cause warrant right is bilateral contract. Choose contract to explain warrant means that contract can integrate with any entity content which make it have the universal tool value. The reason and meaning to emphasize the contract to explain warrant legal relation is that contract is result of agreement. The subject of contract is pair in form, therefore, expanding the scope of contract relation is equal to expand the sphere of application equality voluntary principle, and the latter is the premise to regulate security market under marketing economy condition. The complicated problems such as the establishment of the warrant----offer and promise, the exercise of warrant counteractive right can prove that warrant is a contract more clearly. Besides definite the legal nature, it also make prepare for recounting the remedy of violating an agreement.The comparative warrant and traditional Civil law theory will contribute to coordinate the conflict between both sides. Distinguishing warrant contract and gamble contract can clear the obstacles of transplanting warrant to mainland legal system. The standard to distinguish both two is, warrant deal has true deal economic interest backgrounds or not, and then further clear the sphere of application of the standard, namely only aim at a large amount deal.Warrants'contract nature decides that the interrelated legal regulative system will unfold around contract law. Currently, the core issue in theory and practice is the remedy of share-overflow issue and the protection of warrant holders'right and interests when issuer has significant change. As to former, first through the jurisprudent analyzing to share-overflow to prove its feasibility, and then, carrying out the discussion to remedy of violating a promise under share-overflow issue. Base on analyzing the advantages and disadvantages between guarantee system and storage stocks system, putting forward the immediate repurchase to solve the problem of share resource issue. As to latter, direct to interrelated cases, analyzing warrant holders'the legal position-----expectant-righter and suggest to transplant the interrelated provision on new-share reservation right from Japanese Company Law to protect warrant holders'legitimate interest totally and properly.