The Limitation And Reflection Of The Legislative Model Of Share Repurchase Of Listed Companies In China

Share repurchase is a means of reducing capital.It has various functions such as equity incentives,conversion of convertible corporate bonds,and resistance to hostile takeovers.It is also an important tool for adjusting the operation of the securities market.It is widely used outside the domain in corporate governance and corporate transactions.But the practical application in our country is not broad enough,which includes both the institutional causes and the practical reasons for the underdevelopment of our market economy.For the purpose of this article,we will take the legislative model of share repurchase as the main line,analyze the model adopted by foreign countries and China,and based on the evolution of our country 's legislative attitude towards share repurchase.The reasons for this,and put forward suggestions on further reform of the legislative model,and formulated additional systems to maintain the positive value of share repurchase,which is favored by Chinese company legislation.In the introduction,the author mainly expounded the origin of the problem consciousness: in view of the current system value of repurchasing stock repurchases in China,which has not been fully promoted in China,the legislative thinking on the reform of the legislative model of stock repurchase is further discussed.The first chapter of this article mainly introduces the basic issues of the share repurchase system,including the analysis of its basic concepts and its institutional functions.It is precisely because of the existence and exertion of its unique institutional value that it makes extra-territorial use of share repurchase practices.These basic theoretical concepts are a booster to better understand the share repurchase system.This article mainly explains the legislative model of share repurchase,so the basic concept part is not too much on the share repurchase itself.The second chapter of this article begins with the substantive issues discussed in this article.To study the choice of legislative model,we must first understand the various choices of the current extraterritorial legislative model.Therefore,the second chapter of this article focuses on the two popular legislative examples.It also introduces the background and actual regulations of the legislative model,and provides a model for the selection of the legislative model in China and provides key points for reference.The third and fourth chapters of this article begin to analyze the specific reasons for the "legislative prohibition and exception allowance" legislation in China.The author analyzes China's choice of this legislation from three entry points: the company's capital system itself,the company's legislative philosophy,and the share repurchase system itself.Reason for the pattern.For example,China's capital system focuses on protecting creditors.Based on the actual situation that the company's assets are reduced due to share repurchase and the creditors are violated,share repurchase is therefore forbidden in principle and apparently excusable,but the actual connotation cannot be scrutinized.Chapters 4 and 3 of this article responded.The author questioned each cause one by one.This is also my opinion on the current legislation.The fourth chapter includes not only the questioning of the cause of legislation,but also the questioning of the current academic circle "only expanding the legal cause and insisting on the" legislative model of principle prohibition ".The fifth chapter of this article focuses on the analysis of China 's legislativechoices.Under the principle of “principle forbidden”,the changes in company legislation in recent years are mainly aimed at the increase and decrease of repurchase reasons,and do not involve the transformation and reform of legislative models.The author's analysis of the reasons for increasing repurchase,whether it is an increase in quantity or an expansion in quality,is that the company law has paid more and more attention to the positive value brought by the share repurchase to the company.Promoting effect,but the current amendment only makes the "back-up-type" repurchase provisions,which is still essentially a "principle forbidden" model.The substantive issue of share repurchase has not yet been touched on.The sixth chapter of this article is mainly to introduce advanced extraterritorial experience,because if we choose the legislative examples that "principle allows",we will naturally explore the extraterritorial system model.Of course,reforming the legislative model is not enough.After all,share repurchase also has institutional defects..Deregulations such as market manipulation and insider trading are the norm in corporate law and are part of the practice of share repurchases.The author can use the share repurchase system systematically by citing extra-territorial supporting measures.Its positive value is identified and used,and its negative attitude is regulated through the construction of the supporting system to create a systematic and systematic share repurchase system.This is also the article.The point is.Finally,the author believes that the reform of the company law is a systemic topic,with the effect of "moving the whole body".Of course,the aforementioned off-law behavior is not unique to the share repurchase system.It is a company A normal issue of law requires constant attention.In the course of the development of a market economy,how superstructures are used in practice is a long-standing issue.