Research On Legal Regulation Of Non-compliance Behavior

In recent years,the behavior of illegal holdings has received extensive attention from the theoretical and practical circles.There is a legal basis for the regulation of non-compliance and increase of holdings,which is mainly based on the relevant provisions of Article 86 of the Securities Law and the "Measures for the Acquisition of Listed Companies",that is,the large shareholding reporting system mentioned,that is,the open rules on rights and interests."Slow walking rules",but in reality,the failure to timely disclose the critical point of disclosure and continue to increase holdings during the window period has occurred from time to time.At present,it is mainly through administrative penalties to increase the holding of the violation.Punishment was conducted but with little success,violations continued to increase year by year.In order to effectively change this market situation,effectively crack down on illegal holdings.Although relevant scholars have conducted relevant discussions on related documents,the research is still fragmented,and it is necessary to conduct a comprehensive analysis of the relevant issues involved.Otherwise,the interests of investors will be difficult to effectively protect and seriously deviate from the securities law.The principles of openness,fairness,and fairness that we uphold.At present,negative evaluations have been made on the behavior of illegal holdings,and two violations have been undisclosed and increased in violation of regulations.Academic and theoretical circles have basically reached a consensus,but there arestill controversies about the issues arising from illegal holdings.The nature of the act of increasing holdings of violations is mainly defined as insider trading,emptiness-type misrepresentation and legal loopholes.This paper separately discusses its definition: from the structural analysis and basic characteristics of the insider trading system.The effects and other aspects that have been generated argue that it should not be characterized as insider trading;the analysis of misleading false statements mainly focuses on the connotation of false statements and whether there is a causal relationship between the two and cannot be characterized as sensational.Type misrepresentations should be treated as general violations.Is the illegal increase of holdings dealt with by acquisition or sale? The definition of overweight behavior is mainly for holders holding less than 30% of shares.It should be done according to the general buying and selling behavior.After all,China's legislation actually uses 30% as the trigger mechanism for the acquisition,especially for the moment.In terms of capital markets,it is inconsistent with the past capital markets that the general trading behavior is more reasonable,the contract should be recognized as valid,the commercial contract is different from the general sales contract,and the number of the latter is relatively small and specific.Once the securities transaction is considered to be invalid,the legal relationship should be restored to the original state,which increases the instability of the securities transaction and is inconsistent with the commercial efficiency value.The behavior of illegal holdings also caused certain damage to the interests of investors,and in particular infringed on the right to information of small and medium shareholders.The author believes that it is not appropriate to adopt a simple method of economic compensation.It is also difficult to achieve legislative objectives in practice.The method of short-term trading is included in the right to simplify the process.After all,shareholders as the company's equity holders enjoy rights and interests in the company.At the same time,they will not obtain illegal gains from violators.At the same time,they will try to introduce a voting right system in the future.Based on the above research,under the premise of validating transactions,the relevant issues are comprehensively analyzed.Taking the“Securities Law” as an opportunity for revision,it is expected that relevant issues willbe clearly stipulated by laws or judicial interpretations and a sound legal system will be formed.In the future,it is necessary to strengthen the organic unity of procedural guarantees and responsibilities,improve the advance prevention system,and curb the occurrence of violations from the roots.We must strengthen administrative punishment for the violations that have occurred,and formulate strong operating rules.Administrative remedy forms;Secondly,establish relevant litigation mechanisms,identify appropriate entities for litigation,and introduce voting rights restriction mechanisms;improve relevant information disclosure rules;and add large-scale stock information disclosure systems to listed companies before the acquisition of chapters of “listed companies”;There are differences in the system of acquisition rules.The relevant regulations on restricting transactions within the window period will be deleted,and the problem of holdings of illegal holdings will be solved in the near future.The key point is that the construction of a large-scale holding disclosure system should be carried out before,during,and afterwards.Processing mechanism.Finally,we must reflect on the mandatory information disclosure system itself,because all of our research is based on the premise that the mandatory information disclosure system is effective.However,the author believes that mandatory requirements for public disclosure of large-sum holdings will be better than disclosure of rights.Do you not disclose your rights? This still needs further demonstration.Through the study of this issue,it will play a certain reference value for the operation in practice and speed up the relevant legislative process.It will play a positive role in both the development of the capital market and the protection of the interests of investors.This led to academic discussion on the theory of information disclosure in relation to large-scale holdings,further in-depth research,and improvement of relevant theoretical frameworks.