Research On The Short-swing Trading System In The Securities Law

April 21 to April 24 2015, the fourteenth meeting of the 12 th National People’s Congress is held in Beijing, a theme of the meeting is to consider the proposal of the Securities draft raised by the NPC Financial and Economic Committee. This amendment has made further provisions of the subject of short-swing trade, the directors, supervisors, senior managers, major shareholders and their relational person are also included in the scope of the subject of the short-swing trading, which is a great progress in China’s security market. Generally most of countries（regions） in world do not make specially provision for the short-swing trade, but set up the disgorgement of short-swing profits to definite the behavior of the short-swing trade. Article 47 of the current Securities Law in China provides the disgorgement of short-swing profits, this provision is a punitive measure to the short-swing trade, because the profits that the perpetrator gained by short-swing trade should belong to the company, and the key component of the short-swing trading is cleared by this provision. This draft enlarges subject of the short-swing trade, and also enlarges the object of the disgorgement, which can effectively avoid the insiders hold shares via the relatives to evade the disgorgement. The author of this thesis focus on this draft, and discuss the reasons and influence of the subject modification by means of analyzing relational cases. On that basis, the author also find another drawbacks about the short-swing trading system, and propose by analyzing the foreign legislative experience. In addition, constructing the supporting polices of the short-swing trading system is also crucial, because supporting policies can help the basic system serve it purpose. Every part of this thesis via the way —“put forward the problem, analyze the problem, resolve the problem” to bring forward proposal about perfecting our short-swing trading system.The first part of the thesis introduces that according to the draft raised by the meeting, the scope of the subject of the short-swing trading system is expanded. In the form of citing cases, the thesis demonstrates why we should make this modification and the importance of the modification about identifying the short-swing trading behaviors.The second part of the thesis introduces the concept of short-swing trading and in which the difference between the short-swing trading and insider trading and discusses the background and the value of the short-swing trading system. As the direct provision in every country, the disgorgement system request that the short-swing profits should belong to the company, which can deter the short-swing trade. But about the nature of the disgorgement, there are many theories in the world, while the author think that is the right of request. Confirming the nature of the right can guarantee the exertion and prevent the short-swing trade.In the third part, the author analyze the key component of the short-swing trading system, find that except the subject and the object, there are some other drawbacks on the system such as the standard of identifying the subject, the transactions and the way to calculate the profits. Through the introduction of the relevant legislative foreign experience, the author put forward the direction of reform in China.On the basis of the first three parts, in the fourth part, the author put forward the view that our emphasis for the next reform should be focused on the supporting policies, which is the reporting system of changing insiders’ shareholding, the system of the representative shareholder’s suit and strengthening penalties and self-regulation. The perfect supporting policies can help the short-swing trading system play the greatest effect in the market, also discover other defects through the judicial practice, thereby find the direction of the reform.