论注册制下对保荐人的规制
发布时间：2018-08-24 08:21
【摘要】：股票发行注册制改革作为我国资本市场进一步走向市场化的一场变革,居于发行人和投资者之间的证监会、中介机构在信息披露中的地位和作用将不可避免地发生变化。作为中介机构牵头者的保荐人,对信息披露承担着全面的核查义务,应当承担起证券市场"看门人"的角色。注册制改革也需要倚重保荐人功能的良好实现,而目前的核准制下保荐人在股票发行中并未体现这一市场化的定位,违规行为也并不鲜见。因此,以注册制下保荐人的角色定位和规制完善作为研究主题,首先对注册制的内涵进行分析,得出与核准制相比,其实质在于股票发行中纯粹形式审查的存在与否,建议从市场化这—制度改革的方向和意义上去理解注册制。然后结合我国核准制的实际情况,论证了保荐人角色在此种改革中面临着由发行人雇佣、行政权附庸到资本市场"看门人"的重要转变,并对因应这种角色转变、保证角色作用发挥的规制逻辑进行了以强化责任为基本原则,以完善法律约束、结合市场声誉机制的探索为具体思路的明确。接着在第三部分介绍了对保荐人进行规制的理论路径和具体实践。保荐人规制的理论路径包括基于声誉资本市场理论的市场化的规制和基于规则的政府的规制模式两种,其中政府的规则体系又可分为保荐人资格管理制度、独立性保障制度、法律责任制度三个层次。在此基础上,梳理我国保荐人规制的具体实践,认为我国尚未建立起市场化的声誉机制,但声誉机制需要长期实践才能真正发挥效果,且域外也正不断加强对保荐人的监管,故在注册制改革的现阶段应将重点放在规则层面的政府规制。第四部分则对学界的讨论进行展开,对我国保荐人规则层面的具体问题进行研究。由此提出基于改革的情境,需要对我国保荐人规制作出如下完善:首先要明确保荐人"看门人"法律地位,其次要重构保荐委托链条、公开保荐费用来保障其独立性;最后要从明确保荐人内部和外部的责任界限、完善其民事责任两个方面来完善保荐人法律责任制度。
[Abstract]:The reform of stock issuance registration system, as a reform of China's capital market towards marketization, will inevitably change the position and role of intermediary institutions in the disclosure of information by the Securities Regulatory Commission (CSRC), which is located between issuers and investors. As the lead sponsor of the intermediary institution, the sponsor should assume the role of "gatekeeper" in the securities market. The reform of the registration system also needs to rely on the good realization of the sponsor's function, but the sponsor does not reflect this market-oriented orientation in the stock issue under the current approval system, and the violation of the rules is not uncommon. Therefore, taking the role orientation and regulation perfection of sponsors under the registration system as the research topic, the connotation of the registration system is first analyzed, and compared with the approval system, the essence of the registration system lies in the existence or not of the pure formal examination in the stock issue. It is suggested that the registration system should be understood from the orientation and significance of the market-oriented system reform. Then combined with the actual situation of the approval system in our country, this paper demonstrates that the role of sponsor is facing an important change from issuer employment, administrative power subordination to capital market "gatekeeper" in this kind of reform, and in response to the change of this role, The regulation logic of ensuring the role is based on the principle of strengthening responsibility, perfecting the legal restriction and exploring the mechanism of market reputation. Then the third part introduces the theory and practice of the sponsor regulation. The theoretical path of sponsor regulation includes market-oriented regulation based on reputation capital market theory and regulation mode of government based on rules, in which the government rules system can be divided into sponsor qualification management system and independence guarantee system. There are three levels of legal liability system. On this basis, combing the concrete practice of sponsor regulation in our country, we think that our country has not yet established a market-oriented reputation mechanism, but the reputation mechanism needs long-term practice in order to play a real role, and the extraterritorial supervision of sponsors is also constantly strengthened. Therefore, at the present stage of registration system reform, emphasis should be placed on government regulation at the level of rules. The fourth part carries on the discussion to the academic circles, carries on the research to our country sponsor rule level concrete question. Therefore, based on the situation of reform, we need to perfect our sponsor regulation as follows: firstly, we should make clear the legal status of sponsor "doorman"; secondly, we should reconstruct the chain of sponsor entrustment and publicly sponsor fee to protect its independence; Finally, it is necessary to perfect the sponsor's legal liability system from two aspects: defining the internal and external liability limits of sponsor and perfecting its civil liability.
【学位授予单位】：南京大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D922.287
，
本文编号：2200197
[Abstract]:The reform of stock issuance registration system, as a reform of China's capital market towards marketization, will inevitably change the position and role of intermediary institutions in the disclosure of information by the Securities Regulatory Commission (CSRC), which is located between issuers and investors. As the lead sponsor of the intermediary institution, the sponsor should assume the role of "gatekeeper" in the securities market. The reform of the registration system also needs to rely on the good realization of the sponsor's function, but the sponsor does not reflect this market-oriented orientation in the stock issue under the current approval system, and the violation of the rules is not uncommon. Therefore, taking the role orientation and regulation perfection of sponsors under the registration system as the research topic, the connotation of the registration system is first analyzed, and compared with the approval system, the essence of the registration system lies in the existence or not of the pure formal examination in the stock issue. It is suggested that the registration system should be understood from the orientation and significance of the market-oriented system reform. Then combined with the actual situation of the approval system in our country, this paper demonstrates that the role of sponsor is facing an important change from issuer employment, administrative power subordination to capital market "gatekeeper" in this kind of reform, and in response to the change of this role, The regulation logic of ensuring the role is based on the principle of strengthening responsibility, perfecting the legal restriction and exploring the mechanism of market reputation. Then the third part introduces the theory and practice of the sponsor regulation. The theoretical path of sponsor regulation includes market-oriented regulation based on reputation capital market theory and regulation mode of government based on rules, in which the government rules system can be divided into sponsor qualification management system and independence guarantee system. There are three levels of legal liability system. On this basis, combing the concrete practice of sponsor regulation in our country, we think that our country has not yet established a market-oriented reputation mechanism, but the reputation mechanism needs long-term practice in order to play a real role, and the extraterritorial supervision of sponsors is also constantly strengthened. Therefore, at the present stage of registration system reform, emphasis should be placed on government regulation at the level of rules. The fourth part carries on the discussion to the academic circles, carries on the research to our country sponsor rule level concrete question. Therefore, based on the situation of reform, we need to perfect our sponsor regulation as follows: firstly, we should make clear the legal status of sponsor "doorman"; secondly, we should reconstruct the chain of sponsor entrustment and publicly sponsor fee to protect its independence; Finally, it is necessary to perfect the sponsor's legal liability system from two aspects: defining the internal and external liability limits of sponsor and perfecting its civil liability.
【学位授予单位】：南京大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D922.287
，
本文编号：2200197
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