Study On The "Slow Walk Rule" Of Share Equity Change

In recent years,illegal shareholding occurs frequently,and all kinds of large fund holders are labeled as "barbarians" because of illegal acquisition.The Securities Law stipulates that when the investor's share-holding ratio reaches 5%for the first time and every increase or decrease of 5%thereafter,the obligation of information disclosure shall be fulfilled.It is prohibited to trade the shares of the target company during the specified reporting period.There are many disputes about the validity and punishment of illegal shareholding,and there are more and more lawsuits related to the damage to the interests of target company and other shareholders in judicial practice.On this issue,most scholars suggest that the illegal disclosure should be severely punished in order to increase the protection of the interests of small and medium shareholders and maintain the stability of market order.Recently,however,many scholars have suggested that China should learn from foreign legislative experience,only stipulate the reporting period of the obligation to disclose shareholding information,and abolish the restrictions on the trading of stocks.As a balance of supervision,we should strengthen investors'additional disclosure of shareholding intentions and sources of funds,so as to reduce acquisition costs and encourage investors to make acquisitions and stimulate market vitality.In addition,it also plays a good role in regulating the management of listed companies.How to find a balance between activating the market and maintaining order has become the key to thinking.This article will first analyze the above two regulatory directions from the perspective of law and economics,trying to put forward suggestions on the construction of rules for disclosure of shareholding information.Through summarizing and analyzing the rules of information disclosure of shareholding at home and abroad and the regulations of relief measures for violation of regulations,combining with the problems found in the current regulations of slow-walking rules established on the basis of information disclosure of shareholding in China,and through searching literature law and case study law,this paper comprehensively points out the manifestations,relief ways,responsibility undertaking and supervision measures of violation of slow-walking rules in practice.According to the degree of violation,the Slow Walking Rules can be divided into two categories:Disclosure Based on large shareholding and disclosure based on holding or acquisition.Investors are divided into small and medium-sized shareholders and large shareholders according to the different proportion of shareholding.In this classification case,the specific responsibilities of different actors in violation of the jogging rules under different circumstances are analyzed.This is the main idea of the construction of the slow walking rule system in this paper.At the same time,aiming at the many focus issues discussed by scholars,such as whether the violation of the slow walking rule constitutes insider trading,whether criminal liability should be introduced to punish the perpetrators,and the restriction of voting rights,this paper collects and collates relevant cases,and combines the relevant legal principles of Company Law and Securities Law to conduct a comprehensive analysis of these issues,and puts forward departmental opinions.The article is divided into five parts.The first part will summarize the origin,legal value and theoretical divergence of the Slow Walking Rule.The second part will analyze and collect different legislative experience at home and abroad,and compare the provisions of different countries with the current provisions of our country in order to find out the problems.At the same time,it combs the main problems of the Slow Walking Rule in practice to pave the way for the follow-up study;the third part is to analyze the restriction of shareholders'rights,the effectiveness of shareholding behavior,and the relief ways in combination with specific cases in practice;the fourth part is to analyze the civil,administrative and criminal liability in different violations;the fifth part is the basis of the above analysis and summary.On the basis of this,the paper provides suggestions on the improvement of rules and remedies.