上市公司大股东及高管股份减持行为法律规制研究

发布时间：2018-05-18 05:03

本文选题：上市公司 + 大股东　；参考：《安徽大学》2017年硕士论文

【摘要】：大股东及高管减持股份在股权分置改革完成后已成为了中国股市的新常态,但对于众多中小投资者来说,大股东近乎疯狂减持套现却是股市的一道噩梦,也严重动摇了市场信心。同时,它也折射出了我国证券立法的一些缺陷。分析上市公司大股东及高管恶性减持现象现有的法律规制情况,完善上市公司大股东及高管减持行为相关法律制度已成为我国证券市场亟需加以解决的一个重要问题。对大股东及高管减持行为进行分析是解决问题的前提和基础。包括需对大股东及高管的定义进行界定,对大股东与相关概念进行区别,以及界定需要法律规制的恶性减持。明确大股东及高管减持行为的相关概念是分析上市公司大股东减持法律规制理论的基础。在厘清相关概念、对大股东及高管减持行为有了全面的把握后,研究大股东减持的动因;进而分析大股东及高管减持行为的消极效应与积极效应,得出对其进行法律规制的必要性。我国现行的关于规制大股东及高管减持行为的法律规范虽然总量较多,但是仍存在规制不到位的情况。目前可能存在的问题主要表现为信息披露制度不完善如减持披露未形成统一规则;内幕交易制度不完善如违规减持与内幕交易难以区分界定;高管减持法律规制的不到位如减持锁定期规定单一;以及协议交易制不完善如对大宗交易减持缺乏限制规定,协议转让方式减持存在漏洞。从域外来看,美国及我国台湾地区都构建了一套相对比较完善的制度来规制大股东及高管减持。鉴此,有必要在借鉴域外先进立法例的基础上提出完善我国上市公司大股东及高管减持行为法律规制的建议。首先完善信息披露制度如建立严格的大股东及高管减持预披露制度;其次完善内幕交易的相关规定如完善推定原则;再次完善高管离职减持的相关规定,如完善高管离职减持的锁定期;最后完善协议交易制的相关规定,如完善大宗交易及协议转让的相关规定。
[Abstract]:Major shareholders and senior executives have become the new normal in China's stock market after the completion of the split share structure reform. However, for many small and medium-sized investors, the near-frenzied reduction of large shareholders' holdings is a nightmare for the stock market. Also seriously shaken the market confidence. At the same time, it also reflects some defects of China's securities legislation. It has become an important problem for the securities market of our country to analyze the existing legal regulations on the malignant reduction of large shareholders and executives of listed companies and to improve the legal system related to the behavior of major shareholders and senior executives of listed companies. It is the premise and foundation to solve the problem by analyzing the behavior of large shareholders and senior executives. It includes the definition of large shareholders and executives, the difference between major shareholders and related concepts, and the definition of malignant reduction that needs legal regulation. It is the basis of analyzing the legal regulation theory of large shareholder reduction in listed companies to clarify the related concepts of the behavior of large shareholders and senior executives. After clarifying the relevant concepts and having a comprehensive grasp of the behavior of major shareholders and senior executives, this paper studies the motivation of the reduction of large shareholders, and then analyzes the negative and positive effects of the reduction of large shareholders and senior executives. It comes to the necessity of legal regulation. Although there are more legal regulations to regulate the behavior of large shareholders and senior executives in our country, there are still some problems in the regulation. At present, the possible problems are that the information disclosure system is not perfect, such as the reduction of information disclosure is not a uniform rule, the insider trading system is not perfect, such as illegal reduction and insider trading is difficult to be defined. If the legal regulation of senior management reduction is not in place, such as the reduction lock period regulation is single, and the agreement trading system is not perfect, such as the lack of restrictions on the bulk trading reduction, there are loopholes in the way of agreement transfer reduction. Outside China, both the United States and Taiwan have established a relatively perfect system to regulate the reduction of large shareholders and senior executives. In view of this, it is necessary to put forward some suggestions to perfect the legal regulation of the behavior of large shareholders and senior executives of listed companies in China on the basis of drawing lessons from foreign advanced legislation. First of all, improve the information disclosure system, such as the establishment of a strict system of major shareholders and executives to reduce the pre-disclosure system; secondly, improve the relevant provisions of insider trading such as perfecting the principle of presumption; third, improve the relevant provisions of senior management turnover and reduction of holdings, Such as perfecting the lock-up period of senior management turnover reduction and finally perfecting the relevant provisions of the agreement trading system, such as perfecting the relevant provisions of bulk trading and agreement transfer.
【学位授予单位】：安徽大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D922.287

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