The Application And Evaluation Of The Rules Of The Large-Scale Shareholding Disclosure System

In recent years,China's violations of the large-scale shareholding disclosure system are not uncommon.Some cases have also entered the litigation stage.For example,the case of Baowan,the case of Jingji v.Kangdal,the case of Shanghai Xinmei,and the case of Guofeng Group v.Hu brothers have become hot spots of public opinion.The main legal norms of China's large-scale shareholding disclosure system are set out in Chapter 86 of the Securities Law and the Measures for the Administration of the Acquisition of Listed Companies(hereinafter referred to as the“Acquisition Measures”).However,due to the fact that the provisions of the law are too broad,the law provisions are not exhausted,and the legal liability for violating the large-scale shareholding disclosure system is too light,and it does not have deterrent effect on the violators.Not only did it lead to unclear understanding of the legal system by regulators and investors,but even more,some investors used capital advantages to deliberately violate this system and ignore the rules of the capital market.At present,China's "Securities Law" is being revised,and the large-scale shareholding disclosure system as an "early-warning disclosure" system should not be underestimated for further exerting the effect of the acquisition to stimulate the vitality of the capital market.Therefore,the system should be carefully considered in the revision.Under the premise of protecting small and medium investors,the legitimate competition to maintain corporate control is the value of this system.The author has carefully sorted out the existing laws and regulations of the large-scaleshareholding disclosure system,and in addition to the relevant administrative penalties and hot-spot cases of the Securities Regulatory Commission in recent years,the disclosure of large-cap stocks in theory and practice.An analysis of the application of the issue of the system.This paper is divided into the following parts: The first part introduces the rule review of the large shareholding disclosure system and explores the fundamental starting point of the large shareholding disclosure system.This paper analyzes the legislative change process of China's large-scale shareholding disclosure system since its establishment,and sorts out the legislative status of the large-scale shareholding disclosure system,and analyzes the main problems of this system in legal regulation.The second part is about the practical dilemma of the large-scale shareholding disclosure system.The author tries to make an in-depth analysis of the decision on the relevant administrative punishment cases in the past 10 years and the judgments of the hot cases related to this,and finds that the large-scale shareholding in practice.//The main controversy focus on the implementation of the disclosure system.The third part is that the author sorts out the legislation and practice of the large-scale shareholding disclosure system in the countries outside the country by consulting relevant materials,in order to learn from the effective governance experience outside the domain.The fourth part is about the idea and specific suggestions for perfecting China's large-scale shareholding disclosure system.The first chapter is to clarify the theoretical controversy about the large-scale shareholding disclosure system.First introduce two different theories about the large shareholding disclosure system.After rational analysis,the first essence of the large-scale shareholding disclosure system promotes open and fair competition among all parties in the capital market and safeguards the interests of small and medium-sized investors.The second essential point is to play the corresponding competition as an "early warning disclosure" to safeguard the company's control.The role.Secondly,it sorts out the legislative structure of China's large-scale shareholding disclosure system.After the author's analysis of the existing legal norms of this system,it is found that at the legislative level,this system has a logical conflict ofsupervision,and the legal provisions themselves are not strict.The amount of shares required to be disclosed by investors is not comprehensive,and the lower-level law has serious problems such as serious offside of the upper-level law.The second chapter is to analyze the practical dilemma of the large shareholding disclosure system.This chapter is divided into two parts.The first part is to analyze the implementation status of the large-scale shareholding disclosure system from the perspective of positivism,mainly by sorting out the administrative punishment on this system,the legal norms on which the administrative punishment is based,the time limit for punishment,and the responsibility In the empirical analysis,the current situation of penalties for violations of the large-scale shareholding disclosure system in the field of administrative punishment is obtained.At the same time,an in-depth analysis of the typical cases related to the topic reveals the main controversial issues in the practice of the large shareholding disclosure system.In the third chapter,in the perspective of comparative law,through comparative analysis,the relevant provisions of the foreign-state disclosure system for large-value shareholdings are obtained.The author sorts out the regulations of the United States,Japan,and South Korea on this system,and focuses on analyzing the legislative styles of the above countries in the large-scale shareholding disclosure system,the requirements for disclosure content,and the legal responsibilities that must be borne in violation of this system.It is concluded that the extraterritorial countries can learn from the legislative system and relevant institutional arrangements for the improvement of China's large-scale shareholding disclosure system.The fourth chapter is to conceive the concept and suggestion of the large-scale shareholding disclosure system.Through the previous article,summarize and summarize the problems of the current large-scale shareholding disclosure system in China,and put forward practical and feasible suggestions based on the judicial practice in China.The first part is to improve the path of the supervision of the large-scale shareholding disclosure system.Using the opportunity of the revision of the securities law,the acquisition and the equity change will be separately stipulated,and then according to whether the investor has the control intention of the targetcompany plus the actual investor The shareholding ratio is applicable to the disclosure of simplified equity and detailed disclosure of rights,and the second part is to improve the system of disclosure of large shareholding.It is expected to be more flexible and more adaptable to the current multi-party in the market.