Study On The Legal Issues Of The Protection Of Stock Investors' Rights And Interests

At present,China's securities issuance and issuance approval system exposes many drawbacks,and cases of infringement of investor rights in the stock market have occurred from time to time.With the development of marketization,the development and improvement of the Securities Law to promote efficiency,encourage the formation of capital,promote the effect of economic development,and protect the rights and interests of investors require China to gradually realize a steady transition from the current approval system to the registration system.The Third Plenary Session of the 18 th CPC Central Committee passed the "Decision on Several Major Issues for the Comprehensive Deepening of Reform," and clearly stated the requirement of "promoting the reform of the stock issue registration system." On March 1,2016,the Standing Committee of the National People's Congress authorized the State Council to implement the registration system throughout the country to conduct pilot projects.Combining the current amendments to the "Securities Law" and summarizing the contents of the first-and second-instance review drafts,the registration system has clearly become the subject of China's securities issuance into the market.Investors participate in various activities as an important subject in the securities market.Among the securities market,investors,especially small and medium-sized investors,are represented.Due to the existence of information asymmetry,individual decentralization and weak capital strength lead to investment and financing parties.The disparity in strength makes it difficult to maintain their own legitimate rights and interests.As an emerging capital market,China still exposes many deficiencies in investor protection.In the face of a series of securities fraud issues such as insider trading and market manipulation,coupled with the incompleteness of the securities legal system and the lack of legal protection for investors,As a result,it is difficult for investors to realize investment returns and face the risk of economic losses,which affects the judgment of investors' information and ultimately hinders the marketization of the capital market.Therefore,this article will combine the current registration reform hotspots to study the legal issues of protecting the legitimate rights and interests of investors.The basic idea of this paper is: First,based on the theoretical basis of commercial rights and statutory disclosure,the analysis of stock issuance rights is a special commercial property right that pays attention to public interests.It needs to be adjusted and regulated at the national legal level,and the stock issuance registration system is obtained.The legal basis is that the issuance of stocks is a statutory disclosure under special commercial rights.Compared with the issue approval system,the characteristics of investor rights protection under the registration system are obtained.Second,enumerate and analyze the current status of protection of investor rights under the current approval system,and discuss the need to protect investor rights under registration.Third,analyze the legislative and judicial practice of foreign investors in the protection of the legitimate rights and interests of foreign investors in the extraterritorial domain.Representatives of the United States and Japan provide experience for the protection of investor rights under the registration system in China.Fourth,combining with the extraterritorial judicial practice,this article will make specific suggestions on the protection of investor rights from the three aspects of the supervision of the main body behavior,stock issuance and investor relief.In addition to the introduction and conclusion,this paper includes the following four parts:In the first part,proceeding from the traditional theory of commercial rights and statutory disclosure theory,combining securities is a commercial right that is related to social public interests,and the legal basis for the transition from the approval system to the registration system is obtained,that is,the statutory disclosure of securities issuance under special commercial rights..Through comparison with the protection of investor rights under the approval system,the basic features of investor protection under the registration system are analyzed,and the necessity of investor protection under the registration system is initially revealed.In the second part,empirical research methods are used to summarize the legal problems existing in the investor protection under the current approval system,namely,the defects caused by substantive examination.The information disclosure by the issuer is not true,and the medium and small investors' remedial channels are missing.From the perspective of this type of issue,the necessity of investor protection in the stock market under the registration system is discussed in terms of issuance applications,investment and financing parties,and investor rights and benefits relief.The third part adopts a comparative research method,draws on the legislation and judicial practice of the United States and Japan,improves the registration system review mode,regulates the issuer's internal responsibility,enhances investors' risk identification capabilities,and enriches investors' remedies.China's investor protection provides a useful reference.In the fourth part,according to the securities legislation of our country,IPO supervision should achieve a separate supervision structure of issuance and listing review.Registering not only requires the issuer to disclose information more comprehensively,accurately,and timely,but also imposes higher requirements on the completeness of investors' rights and interests.Therefore,the final part of this article will provide reasonable suggestions for the protection of the legitimate rights and interests of registered stock investors from the three perspectives of supervision behavior,ticket issuing behavior and investor relief channels.