On The Legal Issues Of Share Repurchase Of Listed Companies In China

As a special way of share transfer, share repurchase is widely used by western countries. Because it plays an important role in many aspects, such as to optimize the company’s capital structure, implement the management and employee stock ownership plan, improve the stock price and anti-hostile takeover, etc.There are two main types of legislative model of share repurchase in the world, one is "principle allows the exceptions to prohibit", the other is "principle prohibits the exceptions to allow". Chinese legislative model belongs to the latter, it strict controls the company to implement share repurchase. As countries accepting and understanding share repurchase’s value and significance, more and more countries show a tendency to relax control on share repurchase. As2005revision of the Company Law of People’s Republic China and related laws and regulations were formulated and revised, the regulations of Chinese share repurchase have improved continuously and have relaxed simultaneously.Shanghai stock exchange published "Shanghai stock exchange a share buyback by a listed company by way of centralized competitive trading business guidelines" in2013. It is the latest file regulates share repurchase of listed company in China. With the release of the document as an opportunity, the author reviews the legal system of share repurchase of listed companies in China, compared with other countries the author finds that there are still some deficiencies, such as laws between different rules and regulations is inconsistent and the regulations are abstract. Based on the above reasons, this paper uses the way of historical and comparative analysis to study and discuss legal issues of share repurchase of listed companies in China, in order to improve and develop the legal system of share repurchase of listed companies in China.The full text is divided into three parts.The first part makes a brief introduction to the system of share repurchase of listed companies. First, explain the concept of share repurchase of listed company; from the order of listed companies, shares, share repurchases; second, introduce the positive features and negative features of share repurchase of listed company; finally, introduce the two main legislative modes on shares repurchase of listed company.The second part first reviews the legal system of share repurchase of listed companies in our country first, and find that that the law of share repurchase of listed companies is strict in China before the year of2005; it relax the control gradually on the subject of the share repurchase of listed companies after the year of2005, strengthen the monitoring of the process of share repurchase of listed companies. On this basis, the author puts forward the law of share repurchase of listed companies in China is still not consistent and abstract.The third part put forward proposals for improving the law about repurchase shares of listed companies in China. First, adjust provisions of repurchase reason, makes the law of share repurchase of listed companies formed uniform regulations between different scope of law; Second, rich the law’s content of share repurchase of listed company in China from below aspects:financial resources, quantity, price, information disclosure, the right of the share, dispose of shares, illegal repurchase punishment, restrictions on the repurchase of the stripping behavior, restrictions on insider trading and market manipulation, etc.