The Legal Regulation Of Vie Model

Protocol control mode (VIE) embodied in sina listed in2000, the model development has become a part of domestic enterprises, especially high-tech industry enterprise for indirect overseas listing of effective financing channels. For more than a decade, it bring many huge development funds and advanced management concept, technology and experience for emerging enterprises, but this mode also lead the national economic security, the order of the market economy, the interests of minority stockholders and creditors to at risk. Therefore, it is necessary to carry out the moderate regulation.The following approach of the research:The first part clarifies the basis of protocol control theory; On the basis of above analysis, the second part illustrates the reasons of adopting the protocol control mode, such as domestic financing needs, risk investors’ push, avoiding against domestic laws and regulations, etc.; The third part analyses the present situation and existing problems from the angle of law regulation, The fourth part, discusses the necessity of legal regulation and theory basis of protocol control mod.Protocol control mode may cause all kinds of risks, such as may lead he national economic security, the order of the market economy, the interests of minority stockholders and creditors to at risk, thus come to the conclusion that there is a need for legal regulation, at the same time this part also uses the theory of economic law and economics, so as to provide theoretical support for legal regulation of protocol control.Finally, puts forward the perfection ideas and perfecting suggestions on the legal regulation of protocol control. The author thinks that, the protocol control is a kind of institutional arrangement about commercial interests, for this reason, the principles of regulation should combine dredge and block and the other four as a guide; The goals of regulation should ensure the safeguard of the national economic security, stability of the market order and the interests of investors and creditors; The form of regulation could use scattered legislation to perfect protocol control law regulatory system. In terms of specific system consummation, in order to improve the efficiency of supervision, we should take a lead department as the main regulatory body, take Foreign M&A Round-trip investments Oversea indirect listing as research objects of supervision, take exit and entry regulation (including capital exit and entry regulation), tax regulation, regulation of foreign exchange, registration regulation and agreement supervision as supervision content, to achieve the regulation of protocol control mode in different levels, different angles.