The Split Share Structure Reform Of The Legal Issues

"The structure of split share" is the product of our country particular historical period. In the newly established period of Chinese stock market, it is impossible to set up totally market-based capital market in China at that time because of ideology. So system design of "the structure of split share" was produced, it can also deserve to be called "a great financial innovation" at that time. But, because "the dual structure of stockholder's rights" acted counter to the inherent regularity of the security market, this system has produced all sorts of drawbacks during the process of operating. "The structure of split share" not only serious injury legitimate rights and interests of the masses of circulating-stock shareholder also caused the capital market to appear twists and lose the function of raising funds. "The structure of split share" has already become the stubborn illness of Chinese stock market, has seriously affected the stock market healthy development. Just under such a background, with April 29, 2005 China Securities Regulatory Commission "The notice of pilot work regarding the reforms of the structure of split share in listed company " (abbreviate "notice") as the sign, administration and supervision authorities formally start the reform of" the structure of split share".The point in the reform of the structure of split share is how to compensate the circulating-stock shareholder. And from this initiated a series of questions, which pays for it, how many should be compensated, etc. The stock market legal relationship is a kind of economical legal relationship participated by tripartite subject. Different roles of state which basis in different legal relationship enjoys the different right (power), obligation and responsibility separately. The state participates in the economic acting in the capacity of civil subject. The state-run assets representatives take place civil relationship of agreement with circulating-stock-holder through enterprise organization from after this company succeeds in being listed. "Notice".has altered the key clause in the agreements of both sides in a manner of national force. So the state-run assets representative does not undertake any responsibility. At the same time, state in the capacity of power subject interfere the economic activity of security market by the way of system-supplied. The agreement relationship has formed between state and all shareholders. The circulating-stock-shareholder has formed the interests of expecting on the basis of public trust to the state. Announcement and implementation of "Notice" have violated the public trust principle of state intervening economic activity, have broken the expecting interests of the circulating-stock-shareholder to look forward. So the circulating-stock-shareholder...