Research On The Listed Companies Guarantee

The Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Securities Law of the People' s Republic of China, which were implemented in 2006, have made more specific amendments on companies'connected guarantee. And China Securities Regulatory Commission also released new matching rules and regulations towards these amendments. These measures have positive significance for Legal Regulations on list companies'connected guarantee. However, these above-mentioned rules and regulations mainly focus on the general companies'connected guarantee. With respect to the special treatment for listed companies, the related rules and regulations can only be found in the No.122 and No.125 clauses in the Company Law with a general description, which made the malice connected guarantee of listed companies easily manipulated and hard to resort to legal regulations. Various problems related to disputes arising from listed companies' connected guarantee can be found in China.The current laws are not in a position to solve the problems and hazards caused by illegal connected guarantee of listed companies and meet the demand for judicial practice. In view of these new problems, China should borrow foreign related legislation experience to perfect its own listed companies'connected guarantee system, and write special and systematic rules and regulations into the Company Law for listed companies'connected guarantee. The legal regulations shall put the emphasis on the matching link to definition of connected transaction, the decision-making procedure of company administration and mandatory disclosure system of listed companies'connected guarantee information. At the meantime, the related matching rules and regulations on listed companies'connected guarantee in the Guarantee Law of the People's Republic of China are also need to be perfected. This thesis is divided into 4 parts. The first part:"The General Description of Listed Companies' Connected Guarantee". It clarifies the general theory, conception and forms of listed companies' connected guarantee, marshals the rationality of saving transaction cost through listed companies' connected guarantee, makes a selective analysis of the speculative nature of listed companies' connected guarantee on the aspect of the System of Denial of a Legal Entity's Personality, the Guarantee System, the decision-making procedure of listed company, etc.The second part:" Borrow Foreign Legislation Experience on Listed Companies' Connected Guarantee". It introduces the related rules and regulations of advanced countries worldwide concerning listed companies' connected guarantee and analyze the enlightening significance for borrowing foreign experience.The third part:"The Difficulties of Legislations for Listed Companies" About Guarantee Company Listed, it mainly makes an analysis legal regulations on the Companies related to internal management decision-making process disclosure system of securities information and disgorgement proceeds of illegal guarantee in "Securities Act". Chain security and Malicious security over in "Guarantee Law", discover these legal regulations separate each other and the different performance of judicial practice.The fourth part:"The Suggestion of Perfecting the Legal Regulations Related to Listed Companies" It proposes the suggestions from 8 aspects such as associated with the regulation of listed companies to produce specialized security requirements, concepts of security associated with the legal definition of accurate, disregard of Corporate Personality enhanced operability, Specifically the introduction of the principles of Deep Rock, Improving the system of company executives fiduciary duty,matching legal regulations of the structure of company administration, Improve the security of listed companies from liability associated, the regulations of "Securities Act" and "Guarantee Law"...