On The Legal System Of Share Repurchase Of Listed Companies In China

The legal system of share repurchase of listed companies in China has gone through the stage of strict restriction,relaxation and liberalization.The amendment of Article 142 of the Company Law in 2018 is of great significance to the legal system of share repurchase.Since then,the practice of the legal system of share repurchase in China has entered an important stage of development,and the share repurchase will gradually play the functions of capital management,maintaining the value of the company and organizing malicious acquisitions.Article 142 of the Company Law on share repurchase "necessary to safeguard the value of the company and the rights and interests of shareholders ",in essence,is the "stable operation " clause of our company law.In the Repurchase Rules,the terms of application of the diazepam operating clause are set as stock prices This restrictive interpretation is inconsistent with the legislative purpose of share buyback as the underlying institutional arrangement of capital.Therefore,the explanation of stabilizer operation is particularly necessary.The company's market value(fair value)means the sum of the value of the company's common stock,corporate bonds,preferred stock and other securities,the company's goodwill,etc.Second,in the definition of shareholders' equity,because the shareholders include controlling shareholders,minority shareholders,in order to protect the rights and interests of minority shareholders,the equity of shareholders in this article should be the whole The rights and interests of shareholders;third,the interpretation of the meaning and purpose of "stable operation" can make the "and" relationship between company value and shareholders' rights and interests self-consistency.In addition,empirical research shows that the volume of treasury stocks in China is large,but the relevant legal norms are scarce,so the management of treasury stocks needs to be further improved.Treasury stock is a restricted stock,which does not enjoy the right of profit distribution and voting rights;it is a listed company holding its own stock form,its cancellation should be allowed to use the procedures of capital reduction of listed companies,the transfer should follow the rules of stock transfer.The characteristics of share repurchase determine the information disclosure and legal liability in the legal system of share repurchase The importance of Ren.Article 142 of the Company Law stipulates that the information disclosure of share repurchase shall be applicable in accordance with the provisions of the Securities Law.From the perspective of signal transmission hypothesis,share repurchase belongs to the event that has a significant impact on the stock price of the company,and should be included in the supervision of the major event.As for insider information,as long as it is undisclosed information,it belongs to insider information,which can be used as a supplementary norm for the behavior of share repurchase.The legal liability for share repurchase in company law and securities law is not clearly stipulated.Exogenous provisions of Article 142 of the Company Law only provide the legal source of information disclosure,so in the part of legal liability,should be improved.Interest From the perspective of the theory,the legal liability is refined in the securities law,administrative regulations and departmental regulations,and the legal liability in share repurchase can be judged by using the safe port rules.Finally,to the stakeholders in the share repurchase,the protection closed loop of the stable operation-information disclosure-security port rule(legal liability)is formed.