The Legal Analysis Of Excess Stock Trading Under The Disclosure Of The Illegal Information Of Public Acquisition

Article 86 of the Securities Law stipulates the obligation to declare a large shareholding,which sets up limitation of information disclosure obligation in open market securities trading.This system makes the conduct of open market securities trading be subject to administrative supervision,aiming at improving market transparency and preventing market manipulation.Nevertheless,the responsibility for violating the declaration obligation of large shares is inadequate,which seems negligible in terms of the potential economic benefits,even considering the potential reputation damages of the offending side.In a word,the proceeds from the violations are far greater than the costs.There is a serious mismatch between the cost and benefit of the illegal holding.In this case,the event that the holding party deliberately conceals the information at the same time as the large shareholding,and does not timely inform shareholders happens a lot.A lot listed company even get involved in litigation.These conducts that breach the disclosure obligation of large shareholding information involves not only the civil conflict between the two parties,but also the administrative violation and other issues.Therefore,there is a certain complexity to the nature determination.This paper is based on the disclosure obligation of large holdings in company acquisition.It attempts to acquire a deeper understanding of the legal system of large shareholding information disclosure through the analysis of the characteristics of the act,the effect of the act,the tortious liability of the act and so on under the breach of the disclosure obligation of large shareholding.Also,It helps topromote the legal compliance of corporate transactions and protect the rights and interests of all stakeholders.This article will be discussed from the following four parts.The first part analyzes the nature of the kind of conducts that continue to buy stock under the violation of a large shareholding declaration obligation.Although this kind of conducts are aiming to achieve the acquisition target,it doesn't equal to acquisition conduct,only being general stock trading behavior as a pre-act of acquisition.Whether acquisition happens or not,the obligation to declare a large shareholding cannot be waived,and there is no difference in the standard.The second part analyzes the legal effect of excessive stock transaction,based on the premise that it violates the disclosure obligation of large shareholding information.We confirm its legal effect for three reasons: it only violates managerial mandatory provisions,business contracts cares more about transactional efficiency and it helps to realize value equality of everyone involved.Meanwhile,through the analysis of the judicial judges,this part further affirms the foregoing conclusion.The third part discusses the damage caused by infringement of traders in the case of overtrading.The illegal increase in shareholding is deemed to be effective,but it violates the law and the legal rights of others,which includes the damage to the right of investors' right to know,the damage to the target company's right to decide anti-takeover and the damage to the original controlling shareholder' control right.The fourth,on the basis of the third part,discusses the legal liability and available remedy mechanism of the infringing party.The legal liability includes administrative responsibility and civil liability.The main methods of administrative liability are administrative penalty and other administrative acts.And civil liability includes two parts: liability for tort and liability for breach of contract.