Regulatory Path Of Non-compliance Behavior

Effective regulation of illegal holdings concerns the interests of investors and the transparency of the market.Meanwhile,it is of great significance to the development of corporate governance and acquisition market,and further affects the order and development of the entire securities market.At present,there are frequent cases of illegal holdings in China,so it is urgent to find the source of the problem and make it effectively regulated.However,the regulation of illegal holdings is still not perfect in compliance supervision and relief ways.Therefore,this paper mainly from the point of view of the behavior of illegal increase,the status of compliance supervision,administrative liability and civil liability,clear the nature of illegal increase,identify the problems in the regulation of illegal increase,from the legislative,judicial and law enforcement perspective for effective regulation of illegal increase.The body of this paper contains three chapters:First of all,the definition of illegal holdings,and the effectiveness and nature of discrimination.According to the provisions of China's laws,under the framework of large shareholding disclosure,the illegal increase refers to the violation of relevant provisions such as restrictions on sales and other periods within the reporting period or failure to perform the obligation of information disclosure when the shareholding increases to a certain proportion or continues to increase a certain proportion of shares.Strictly speaking,the illegal overweight behavior in violation of article 63 of the securities law is a general stock buying and selling behavior,which may be only a short-term financial investment behavior for profit,may also bean acquisition behavior for seeking the control of the listed company,or a prelude to the acquisition of the listed company.Without other relevant behavior and evidence to prove that the investor's behavior constitutes the acquisition of the listed company,it cannot be directly identified as the acquisition behavior.Article 63 of the securities law related to the illegal overweight behavior is a regulatory norm rather than a validity norm.Under the measure of civil and commercial ideas and interests involved,it can be seen in violation of its behavior of the securities market order and the interests of investors and damage is limited,and can be related to liability form of remedy,should focus on the respect of the particularity of the securities market and the principle of "constant" trading results,should be sure violations to increase the effectiveness of the actions.Compared with insider trading,the information held by the bulk share purchasers in violation of the regulation should not be compared with the insider information with higher requirements and stricter regulations,whether in the material or non-public aspects.In terms of behavioral characteristics and effects,they are also different.Therefore,the illegal overweight behavior should not be characterized as insider trading.In addition,there are many loopholes in the relevant provisions on the identification of false statements in China,and the illegal increase of holdings should not be characterized as "false statement of luring empty".Through the judgment of the degree of violation and the analysis of the behavior characteristics,it can be seen that the behavior of illegal increase should be characterized as a general violation of the law.In China,there are two problems in the regulation of illegal holdings: from the perspective of compliance supervision,the regulation of illegal holdings is regarded as the purchase behavior and no distinction is made.Changes in the shareholding proportion and walking rules set by the current legislation tighter,in advance of the compliance regulation level restrictions on its stock is too strict,regulation of the "bottom line" sinking greatly,from this point of view,the subsequent violations is likely to further increase its case,or will be illegal to increase cases in a hiddencause of;From the perspective of remedy approach,although the limitation of voting rights aggravates the liability for illegal increase in voting rights,on the whole,the administrative liability for illegal increase in voting rights is not sound enough,and the civil liability is not clearly defined.The procedure of civil action is also being perfected,it is difficult to effectively safeguard the rights and interests of investors.In view of the aforementioned shortcomings,on the one hand,it is necessary to establish an independent chapter on large-amount shareholding change rules;on the other hand,in order to effectively support the operation of large-amount shareholding change rules and maintain market transparency,it is necessary to further improve the requirements of disclosure.And through the elimination of the slow rule to reduce the excessive regulation of the overweight,to achieve the effect of reducing the number of cases of illegal overweight from the source.On the other hand,we should learn from the relevant legislation of other countries,combine with the current situation of compliance supervision and liability setting in China,establish a legal liability system with administrative responsibility and civil liability as the content,and improve the setting and implementation of the current administrative and civil liability setting.On the whole,the idea of regulating illegal holdings is the combination of appropriate compliance supervision,timely administrative supervision and supporting administrative and civil liabilities.