A Study On The Legal Regulations Of Repurchasing Shares Of Listed Companies

Protective repurchase is a new system in the structure of China's economic system.Under the socialist market economy model,the number and scale of listed companies have grown rapidly,and this system has huge potential for development.As a unique operating mechanism of listed companies,it is of great significance to the good operation of China's listed companies under the new economic situation,especially playing an irreplaceable positive function in balancing stock prices and counter-acquisition.From a macro perspective,the state has an active and open supportive attitude towards listed companies' repurchase:In October 2018,the new "People's Republic of China Company Law" was promulgated,and Article 142 clearly listed The statutory situation of six types of share repurchases,including "shareholders' interests".Since then,the Protective Repurchase has been officially recognized in China,and the development environment in China under this system is also better.Due to the relatively small number of listed companies in China,the practice of protecting repurchase practices lacks practical experience,although the "Securities Law of the People's Republic of China"reviewed and approved at the end of 2019 has a special chapter on the content of information disclosure.The development of protective repurchase provides legal norms,but in practice,the protective repurchase may still cause the registered capital of the listed company to be untrue,violate the requirements of fairness and justice,and thus damage the legitimate rights and interests of small and medium shareholders and external investors.There are even illegal and criminal acts such as market manipulation and insider trading that the company's major shareholders use power and related information to pose serious challenges to the order of the securities market.In order to further regulate the repurchase of listed companies "to protect company value and shareholders' interests",and effectively protect the legitimate interests of small and medium shareholders and investors,the newly promulgated "Securities Law of the People's Republic of China" should be based on the information disclosure system Improve the decision-making procedures,limit the sources of funds,explore the application of the treasury stock system in China,further improve the"safe harbor" and quarantine rules,clarify the legal effects and responsibilities of illegal repurchases,and give full play to the mandatory role of relevant laws.To ensure that the listed company's protective repurchase always exerts its positive function in the capital market and runs smoothly on the track of the rule of law.There are 5 chapters in the main body of the article.The system has thoroughly explored the protective repurchase.Chapter 1 is the principle and specifications of the protective repurchase.The general environment and trend prospects of the development of China's protective repurchase development.Analysis of the impact of listed companies' protective repurchase,mainly from the perspective of positive and negative impacts,while highlighting the system's positive functions in financial leverage,stock value return,anti-takeover,etc.,it also clarifies its negative effects mainly on breeding illegal activities,and comprehensively understands the role of "double-edged sword" in share repurchases.Through the evolution of the statutory capital system and the company law,study the norms and new developments of listed companies 'guardian buybacks;Chapter 2 is to study the relevant legal systems of the United States,Japan,and Germany,compare and analyze from the aspects of repurchase norms,reasons for acquisition,post-repurchase treatment,illegal repurchase regulations,and extra-territorial forms of guard repurchase;Chapter 3 is the legal recognition of disc-backed repurchase,discussing what is "necessary to maintain the company's value and shareholders 'interests" and discusses the conflict between the company's value and the interests of shareholders and the protection of creditors' interests;Chapter 4 is the illegal behaviors in the process of the protective repurchase,mainly focusing on the two typical illegal behaviors of market manipulation and insider trading.The relationship between the two and the share repurchase is mainly defined through theoretical research,and the illegal boundaries are clearly defined;Chapter 5 is based on the current situation and shortcomings of China's protective repurchase,and uses the legal system as an exploration point to make recommendations for China's listed companies' disc-repurchase.As a key chapter of the article,combined with the previous analysis and practice,it provides highly practical and targeted recommendations from three aspects of internal governance,external supervision and legal improvement,including improving decision-making procedures,limiting funding sources,strengthening information disclosure,and improving treasury shares The system,safe harbor rules and quarantine period system,and the clear legal effect and responsibility of illegal repurchase,etc.,provide a reference for the standardized development of China's protective repurchase.