Research On The Information Disclosure System Of Persons Acting In Concert In Listed Companies

The essence of persons acting in concert is that two or more investors or shareholders take joint action in the process of acquisition of listed companies and related activities in change of shareholding interests or in the decision-making process of listed companies.For investors,consortium acquisition is propitious to reduce the pressure on acquisition funds and distribute the acquisition risk.For shareholders,consortium voting is conductive to increasing their impacts on companies’ business decisions so as to realize their own and common interests.Therefore,the existence of the concerted action accords with its economic rationality.If the concerted action can operate within the framework of law,it will promote the development of China’s capital market.However,there are a large number of implicit persons acting in concert,who fail to fulfill the obligation of information disclosure so as to conduct the insider trading,manipulate the market at the dominant position of information,and circumvent the obligation of mandatory offer,by seizing the loopholes in China’s laws and regulations on the identification standard and method of information disclosure of persons acting in concert.Implicit persons acting in concert will not only infringe upon the legitimate rights and interests of other investors,but also damage the principles of openness,fairness and justice in the securities market.Measures for the Administration of Disclosure of Shareholder Equity Changes of Listed Companies,promulgated by China Securities Regulatory Commission in 2002,formally introduced the concept of persons acting in concert,filling the legislative gap on this system.In 2006,China Securities Regulatory Commission promulgated the substantially-amended version of Administrative Measures on Takeover of Listed Companies,which gives a more detailed specification and guidance for persons acting in concert.However,because of the relative lag of laws and regulations behind the rapid development of the securities market,China’s current laws and regulations could not handle the phenomenon of arbitrary violation of laws and regulations and disturbing the order of the securities market by concerted actions in practice.Therefore,it is imperative to further strengthen the legal regulation of persons acting in concert,and build a more systematic,comprehensive,scientific and effective system.Through reviewing the evolution of China’s information disclosure system of persons acting in concert in listed companies and analyzing the typical cases,the paper makes an in-depth analysis on the crux of the dilemma of the information disclosure system of persons acting in concert,and simultaneously provides suggestions on improving the information disclosure system by drawing on the experience of related foreign legislation practices.The body of the paper is divided into four chapters.The first chapter is the overview of the information disclosure system of persons acting in concert.It clarifies the definition of concerted action and persons acting in concert,and discusses the causes and rationality of existence of concerted action,and the necessity of regulation of persons acting in concert,and then analyzes the meaning,significance and specific principles of the information disclosure system of listed companies.The second chapter introduces the evolution and dilemma of China’s information disclosure system of persons acting in concert.Firstly,it reviews the evolution of China’s information disclosure system of persons acting in concert from the perspective of the historical development of its legal regulation.Secondly,it leads to the problems in the design of the identification standard and obligation of information disclosure of persons acting in concert through typical cases and analyzes the causes of these problems.The third chapter is the extraterritorial reference.Based on the aforementioned analysis of the deficiencies of China’s information disclosure system of persons acting in concert,it investigates the relevant legislative practice of the United States,Britain,Japan,Germany,Hongkong,including the legislation mode,identification standards of the agreeable persons acting in concert,identification of the persons acting in concert in the exercises of voting rights,classification of the presumed persons acting in concert,and methods of performance of the obligation of information disclosure.The fourth chapter is the thoughts on perfecting the information disclosure system of persons acting in concert in listed companies in China.Starting from the problems existing in the regulation of persons acting in concert in China and combining the extraterritorial reference,it puts forward some suggestions on the improvement of the legislation mode,identification standard and obligation of information disclosure.