Problems And Regulatory Improvement Of Disclosure Rules Of Blockholders In China

When the investor and coordinated actors directly or indirectly hold the voted shares or other equity securities of one listed company to a statutory proportion,and increase or decrease these equity securities to a certain percentage,they have the obligation to disclose the share information to the relevant authorities with legal procedures within a certain time limit.At present,the securities law of the People's Republic of China and Administrative Rules on Acquisition of Listed Company as well as other relevant rules mainly stipulate the provisions of early warning disclosure.However,some of the rules has not fully adapt to the current development of China's capital market.There are some defects and contradictions between rules,result in lots of legally applicable disputes in judicial and regulatory practice.Besides,postregulatory measures have not effectively regulated the violations of blockholders disclosure.Therefore,it is necessary to analyze our country's disclosure rules and practices.Based on the disclosure rules of blockholders,combined with practical cases and the related legislative provisions of foreign countries and regions,this paper analyzes the deficiencies of disclosure rules and then try to put forward some corresponding suggestions.Specifically,this article can be divided into the following four sections.The first part that consists of the first chapter and the second chapter mainly introduces the concept,significance and system composition of the disclosure rules of blockholder.The system composition mainly includes the disclosure limit(including the initial and subsequent equity disclosure limits),the disclosure obligation(including analysis of public fund,asset management plans and group relationship),the identification and calculation of the equity securities,the content of disclosure and the time limit of equity disclosure,which lays a foundation for expansion of the whole article.The second part is the third chapter.It mainly introduces the deficiencies of the current disclosure rules in China,including the defects existing in the content,the application of trading limitations,and legal consequences as well as legal responsibilities(including administrative and civil liability)of violating the disclosure rules of blockholders.The third part is the fourth chapter.It mainly introduces the disclosure rules of blockholders and judicial practices in the United States,including the neutral position of legislators for the Williams Act,specific disclosure requirements(including disclosure and application of Schedule 13 D and Schedule 13G),the amendment report of material changes and identification of the group.Moreover,it is important to discuss some judicial cases and administrative penalty cases,which reflects the attitudes of legislators and regulators on the equity disclosure in United States.The fourth part is the fifth chapter.After discussing the problems of disclosure content,legal application and legal liability in the current domestic equity disclosure rules proposed in the previous article,the paper puts forward some suggestions concerning the improvements of disclosure rules,including adhering to the legislative and regulatory neutrality,suppling the content of information disclosure and refining the applications of law.Some investors who violate the rules of equity disclosure should bear legal responsibilities,mainly including appropriately aggravate administrative responsibility and penalties.These investors violated rules are appropriately restricted the voting rights of shareholders within a certain period of time.And at this stage,criminal responsibility should not be imposed in China.