Research On The Voting Rights Restriction Of Listed Company Stocks That Illegally Increase Their Holdings

At present,China's capital market rules system mainly stipulates Article 63 of the new "Securities Law of the People's Republic of China"(hereinafter referred to as the "Securities Law")and the "Administrative Measures for the Acquisition of Listed Companies"(hereinafter referred to as the "Acquisition Measures").Related regulations.It is also known as the "Large Shareholding Disclosure Rules" and includes the "Equity Disclosure Rules" and "Slow Walk Rules".The behavior of increasing the holdings of listed company's shares in violation of the rules is a violation of the aforementioned rule system,which is mainly manifested in the reporting obligation when holding a certain percentage of the listed company's shares at the same time cannot be bought and sold for a certain period of time,and then every time a certain percentage of the change remains Need to report.In recent years,a large number of illegal holdings of listed companies have occurred.Among them,there are those who are hostile to takeovers and those who are simply for short-term profit.Increasing the shareholdings of listed companies in violation of regulations not only violates securities regulatory laws and regulations,but may also trigger many civil conflicts.The effectiveness and responsibility of the act have also caused controversy and discussion in the academic community.Article 63 of the newly revised "Securities Law" this year has made a change to the "Large Shareholding Disclosure Rules".On the one hand,the "issued shares" was amended to "issued voting shares",excluding rules like The situation where shares may not have voting rights is more precise;the second aspect changes the term of the "slow walk rule" to "from the date of the fact to three days after the announcement";the three aspects increase each change after 5% 1% must announce the terms on the second day;the four aspects directly stipulate 36-month restrictions on voting rights in violation of legislation in the form of legislation,but delete the restrictions on liability for voting rights for illegal acquisitions.The author believes that the former applies only to equity Disclosure,not applicable to acquisitions.Although the "Securities Law" has undergone a relatively large revision,the author believes that the problem to be solved at the beginning is still unresolved,so this article delves into the issue and the setting of responsibilities.In fact,the "Securities Law" has stipulated the "Large Shareholding Disclosure Rules" from the beginning,but the past ten years have been a period of high incidence of such cases.The author summarizes and analyzes the cases of administrative punishment that have occurred so far and the litigation disputes caused by them in order to have a better reference for the system and the setting of responsibilities.Regarding the violation of the "large shareholding disclosure rules" itself,in the judicial cases that the author can retrieve,many plaintiffs have asked to confirm that the illegal increase in shareholding is invalid,so that the offenders can be required to dispose of their shares,thereby Its purpose could not be achieved,but it was basically rejected in the end.This article analyzes the effectiveness of behavior from the theoretical aspects of the General Provisions of Civil Law and the particularity of commercial law.Although this behavior is effective,because it violates relevant securities laws and regulations,it will inevitably bear responsibility.As for its responsibility,it is actually the focus of controversial discussions.Due to the frequent occurrence of violations and the current lack of relevant provisions on civil liability,everyone believes that illegal increase in holdings can be related to insider trading or “empty-type” false statements and deal with them by analogy,but on the one hand,from the legal basis In terms of system structure and consequence analysis,insider trading is not applicable to illegal increase of holdings.On the other hand,although the illegal increase of holdings theoretically conforms to the “empty” false statement,according to the actual situation of legal practice,its lack of The actual operating space.Therefore,from a comprehensive perspective,it is still necessary to characterize the behavior based on information disclosure violations.On the basis of current liability methods such as administrative fines,it is important to construct a reasonable responsibility method that limits the right of the actor to vote.Since it is necessary to restrict the voting rights of actors,this actually relates to the understanding of the "large-scale shareholding disclosure rules" behind.Based on a summary of China's practice and reference to foreign legislation,this paper believes that the "large-scale shareholding disclosure rules" should be restructured to distinguish between "large-scale shareholding" and "acquisition" behaviors,and Targeted differential supervision and differentiation of responsibilities to avoid large-scale shareholdings being interpreted indefinitely.At the same time,analyze various shortcomings of the "slow walk rule" in the "large-shareholding disclosure rules".,Believes that under the current strict disclosure rules,and in order to achieve a relatively balanced information disclosure and stock trading,the "slow walk rule" should be gradually phased out.In addition,due to the concealment of the behavior,the illegal shareholding behavior of the offender may be undetected for a long time.After restricting the voting rights of the illegal increase of holdings,in such cases,if they participate in the shareholders' general meeting,Whether the voting rights may be flawed will adversely affect shareholders 'meetings and resolutions of shareholders' meetings and how to effectively and quickly remedy them are also issues that should be explored.In recent years,due to frequent violations of the "Large Shareholding Disclosure Rules",the system has only been discussed more frequently,but in fact,the aforementioned problems have not been a good solution.The newly revised "Securities The Law has been improved to a certain extent.On this basis,the author will continue to discuss some of the issues mentioned above,with a view to providing some reasonable suggestions for the next revision of the law and legal practice.