A Study On The Effectiveness Of Listed Company's Violation

With the growing share of the stock,and the cost of shell resources is too high,from the Shenzhen Security Company in 1993 to buy Yanzhong Industrial started,more and more investors through the secondary market placards to acquire shares of listed companies,triggering the The acquisition of the relevant legal issues in a comprehensive debate.The first chapter focuses on the typical cases of listed companies' irregularities,mainly through the case of Shanghai Xinmei,and there are many such cases,such as Tibet tourism cases,such as Chengdu Road and Bridge case;these cases have caused us What is the effect of buying and selling stocks in violation of the rules? What is more puzzling is that in the acquisition of listed companies,the target company's original management of the offenders who can limit the rights of shareholders? What kind of legal liability should be borne in violation of the acquisition? In the judicial practice,these problems still have different understanding,and in the "shareholder activism" concept and the trend of mergers and acquisitions market,the acquisition of listed companies in China increasingly active,the control market continues to develop,it is necessary to comprehensive analysis "Slow walking rules" applicable to the process of the performance of the problem and the reasons for the improvement of the securities market put forward some suggestions and suggestions.The second chapter introduces the system of the information disclosure of the placards,including the large shareholder reporting system and the walking rules,and introduces the foreign big shareholder reporting system,and makes a horizontal comparison and then analyzes the nature and scope of the information disclosure in China.On this basis,the author mainly discusses the relationship between the behavior of the irregular placards and the information disclosure system,discusses how to apply the irregularities to the large shareholder reporting system and the slow walking rules,and the applicable boundary issues.In addition,this chapter also introduces the current situation of legislation,supervision and judicature in China's practice and practice of irregularities.Chapter 3 begins to explore the effectiveness of the irregular placards.The law does not violate the rules of walking to buy the rules of the effectiveness of the provisions of the law,and judicial practice and the behavior of the existence of a different understanding.In order to solve this problem,first of all need to clarify the following basic legal issues: First,slow walking under the rules of buying behavior is investment or acquisition? Second,illegal acts of placards constitute infringement? What rights have been violated? On the basis of clarifying these two problems,the author analyzes the rationality that the behavior should be confirmed by multi-level through the angle of the theory and the law.And put forward in dealing with this problem,can not mechanically copy the law,but should be a specific analysis of specific issues,the value of its judgments and the value of the measure.In the fourth chapter,the author mainly discusses the legal consequences of the irregularities.The author mainly studies the administrative legal liability and the civil legal responsibility.In the administrative responsibility,the author carefully discussed the criteria for determining the correction,and pointed out that the administrative responsibility can not be used as a prerequisite for civil penalties,thus introducing the discussion of civil liability and compensation.First of all,the author from the company's rights allocation and the acquisition of the interests of listed companies to measure the interests of shareholders to explain the limits of shareholders can not be limited by the board of directors;although not limit the rights of shareholders,but from the point of view of infringement,the loss of pure interest compensation,Protect the rights and interests of the object being infringed.