Research On The Protection Of Pledgor's Rights In Stock-pledged Repurchase Transactions

The stock-pledged repurchase transaction model is a financing transaction with stocks as the pledge object,and has become an important financing transaction model in the past few years.However,there is a lack of legal regulations for stock-pledged repurchase transactions.As an industry regulation,the "Measures for Stock Pledged Repurchase Transactions and Registration and Settlement Business" stipulates a relatively macro-level transaction model.Under the dual dominant position of the pledgee as a lender and a financial institution,the rights of the pledgee are excessively compressed.It is appropriate to take the principle of financial fairness,the principle of contract justice and the principle of freedom of contract as the criterion,balance the rights and obligations of both the pledgor and the pledgee,and improve the trading system of stock-pledged repurchase to protect the rights of the pledgor.The first part of this paper introduces the basic theory of the protection of the pledgor in the stock-pledged repurchase transaction.The first section expounds the basic system related to the stock-pledged repurchase transaction,and the second section expounds the necessity of protecting the pledgor.The second part introduces and analyzes the three problems faced by the pledgor's rights protection.First,it is difficult for the pledgee to be held accountable when the pledgee delays liquidation.The author analyzes the necessity of regulating forced liquidation,selects typical cases to compare the positive and negative aspects,and explains the reasons for the difficulty of forced liquidation attribution,and finally analyzes the lack of existing protection paths from the institutional level.Secondly,the early repurchase clause overly protects the interests of the pledgee and infringes upon the interests of the pledgee.The author analyzes the status quo of early repurchase clauses in combination with the standard agreements of mainstream securities companies,analyzes the legal nature of early repurchase clauses and the necessity of regulation,and summarizes the problems existing in early repurchase clauses.Finally,the pledgor has a realistic demand for the transfer of the pledged stock,and giving the pledgor the right to transfer under certain conditions is not only beneficial to the pledgor,but also to the pledgee.The "Civil Code" recognizes "recovery effect" It also provides a wider dimension of institutional guarantees.The third part of the improvement suggestions for the stock pledged repurchase trading system mainly aims at the problems of the second part,and puts forward feasible improvement suggestions.First of all,the forced liquidation system is perfect and suitable to continue to give the pledger the right to liquidate the position on his own,and to bind the pledgee with the principle of proportionality in the whole process.Second,the scope of types of early repurchase clauses should be regulated,the implementation standards for the types of early repurchase necessary should be refined,and exemption clauses should be set.Finally,conditions are given to the pledgor with the right to dispose of the pledged stocks,and the right of the pledgee to be pursued and the right of subrogation to protect his rights and interests,so as to achieve a win-win situation for the pledgee and the pledgor.