上市公司慈善股权捐赠法律问题研究
发布时间:2018-12-26 18:42
【摘要】:上市公司慈善股权捐赠活动在美国已经有了非常完善的制度设计和丰富实践案例,这是公司制度与慈善事业充分发展的结果。2009年的《关于企业公益性捐赠股权有关财务问题的通知》(财企[2009]213号),使股权捐赠的合法性在我国得以确立,虽然不甚完善,但却具有里程碑似的意义。本文对股权捐赠进行了四个方面的阐述:第一部分对上市公司股权捐赠进行了概述,界定了股权捐赠活动的概念,阐述了我国股权捐赠活动的特殊性、制度价值与合法性演进,介绍了该制度在我国从无到有的过程;第二部分介绍了上市股权捐赠活动中的法律关系,也即在股权捐赠过程中可能发生的问题及解决;第三部分旨在阐述在上市公司股权捐赠活动完成后,在上市公司内部治理过程中发生的权利冲突与制度建设,借鉴吸收表决权信托与慈善宣言信托制度,结合我国的实际,一方面在公司治理上,使股权变更不对上市公司造成太大影响,同时也不使慈善基金会偏离公益慈善之初心。另一方面,涉及公益慈善与上市公司的股东身份变更,不仅需要上市公司履行信息披露义务,慈善基金会也需要做出相应的信息披露,一为上市公司之必要,一为慈善之必要,不可懈怠。同时,也要谨防上市公司打着慈善在名义与基金会进行内部交易与利益输送,否则会对资本市场造成损害并对慈善事业造成影响。第四部分介绍了股权捐赠完成后的一些外部相关问题,我国税收制度在一定程度上窒塞了上市公司股权慈善捐赠的发展,应对税收政策做一定的升级以更好的促进慈善事业的发展。股权捐赠虽然在我国处于起步阶段,但是涉及上市公司股权捐赠的案例数额与影响都比较大,这也是慈善事业未来的发展趋势之一。本文主要对上市公司股权捐赠的基本概念做一厘清,结合我国的实务与立法实践分析可能产生的相关问题,并提出相应的完善建议。
[Abstract]:The charitable stock donation activities of listed companies have already had very perfect system design and rich practice cases in the United States. This is the result of the full development of the corporate system and philanthropy. In 2009, the Circular on Financial issues related to Corporate Public Endowment [2009] 213 made it possible to establish the legitimacy of equity donation in China. Although not very perfect, but has the milestone significance. This paper expounds four aspects of stock donation: the first part summarizes the stock donation of listed companies, defines the concept of stock donation, and expounds the particularity, institutional value and legal evolution of stock donation in China. This paper introduces the process of this system in our country. The second part introduces the legal relationship in the listed stock donation, that is, the possible problems and solutions in the process of equity donation; The third part aims to explain the conflict of rights and system construction in the process of internal governance of listed companies after the completion of stock donation activities of listed companies, draw lessons from the system of absorbing voting rights trust and charitable declaration trust, and combine the reality of our country. On the one hand, the change of equity does not have too much influence on the listed company, but also does not make the charitable foundation deviate from the initial heart of public charity. On the other hand, when it comes to public charity and the change of shareholder identity of listed companies, it is not only necessary for listed companies to fulfill their information disclosure obligations, but also for charitable foundations to make corresponding information disclosure, one is the necessity of listed companies and the other is the necessity of charity. Never slacken off. At the same time, we should also guard against the listed companies trading with the foundation in the name of charity, otherwise it will damage the capital market and cause impact on philanthropy. The fourth part introduces some external problems after the completion of equity donation. To a certain extent, the tax system of our country has blocked the development of equity charitable donation of listed companies. Tax policy should be upgraded to better promote the development of philanthropy. Although equity donation is in its infancy in our country, the cases involving stock donation of listed companies are relatively large, which is also one of the trends of charity in the future. This paper mainly clarifies the basic concept of stock donation of listed companies, analyzes the possible problems related to the practice and legislative practice of our country, and puts forward corresponding suggestions for perfection.
【学位授予单位】:辽宁大学
【学位级别】:硕士
【学位授予年份】:2015
【分类号】:D922.291.91;D922.182.3
本文编号:2392530
[Abstract]:The charitable stock donation activities of listed companies have already had very perfect system design and rich practice cases in the United States. This is the result of the full development of the corporate system and philanthropy. In 2009, the Circular on Financial issues related to Corporate Public Endowment [2009] 213 made it possible to establish the legitimacy of equity donation in China. Although not very perfect, but has the milestone significance. This paper expounds four aspects of stock donation: the first part summarizes the stock donation of listed companies, defines the concept of stock donation, and expounds the particularity, institutional value and legal evolution of stock donation in China. This paper introduces the process of this system in our country. The second part introduces the legal relationship in the listed stock donation, that is, the possible problems and solutions in the process of equity donation; The third part aims to explain the conflict of rights and system construction in the process of internal governance of listed companies after the completion of stock donation activities of listed companies, draw lessons from the system of absorbing voting rights trust and charitable declaration trust, and combine the reality of our country. On the one hand, the change of equity does not have too much influence on the listed company, but also does not make the charitable foundation deviate from the initial heart of public charity. On the other hand, when it comes to public charity and the change of shareholder identity of listed companies, it is not only necessary for listed companies to fulfill their information disclosure obligations, but also for charitable foundations to make corresponding information disclosure, one is the necessity of listed companies and the other is the necessity of charity. Never slacken off. At the same time, we should also guard against the listed companies trading with the foundation in the name of charity, otherwise it will damage the capital market and cause impact on philanthropy. The fourth part introduces some external problems after the completion of equity donation. To a certain extent, the tax system of our country has blocked the development of equity charitable donation of listed companies. Tax policy should be upgraded to better promote the development of philanthropy. Although equity donation is in its infancy in our country, the cases involving stock donation of listed companies are relatively large, which is also one of the trends of charity in the future. This paper mainly clarifies the basic concept of stock donation of listed companies, analyzes the possible problems related to the practice and legislative practice of our country, and puts forward corresponding suggestions for perfection.
【学位授予单位】:辽宁大学
【学位级别】:硕士
【学位授予年份】:2015
【分类号】:D922.291.91;D922.182.3
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相关期刊论文 前3条
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