tory burch Stock market credit mechanism of legal

lin22307

The legal protection of stock market credit mechanism

Abstract the effective functioning of securities markets is a national securities industry, a necessary condition for healthy development. China's securities market from the establishment to now in just ten years time. With the continuous economic development, China's securities industry have seen significant development, but incompatible with the economic development of the securities market is also continuously exposed shortcomings. Become WTO members, especially today, the stock market is more limited by the shortcomings of the market economy in China and further rapid growth. Credit crisis to become one of the manifestations of them. In recent years, the securities market institutions and the rule of law itself is imperfect, of listed companies, intermediaries such as the lack of effective monitoring mechanisms, lack of credit has become increasingly serious. To meet the needs of post-WTO, in order to better enable the rapid development of the securities industry in a healthy, making a strong driving force of China's economic development, we need to reform the securities market credit mechanism and re-build, the old obstacles to market development get rid of the drawbacks to strengthen the legal protection of stock market credit mechanism, protect the interests of investors, safeguard the health of the rapid development of China's securities market. Therefore, the question should be how to give a proper credit securities objective knowledge? The face of China's securities market credit situation, how to ensure that listed companies how to build credit? Effectively the on listed companies, regulators and intermediary bodies for the legal supervision and effective control becomes a serious problem. In this paper, a comparative analysis of the method of induction and deduction, analysis of securities market in China in such a serious lack of credit on the basis of reason, drawing on the historical development of Western securities industry experience and lessons, combined with the actual stock market in China, from listed companies, intermediaries institutions to make reasonable supervision and reasonable point of view of practical and workable legislative ideas to the force of law to safeguard the securities market credit mechanism to guide the securities law practice.
Keywords: securities markets, credit system, legal protection
Introduction
Understood the importance of credit for the securities market. Securities market, the social credit environment, a part of any problem will affect the normal transaction, thereby affecting the development of the whole credit system, so that lag behind the development of securities markets. The resulting credit risk also may cause a chain reaction, affecting the securities market, resulting in the deterioration of the social credit environment. Will not only seriously damaged the normal order of securities market and steady development of the national economy will have far-reaching effects. 2001 years, with the \a great blow. This is no doubt that lack of credit securities market in China has become a very serious problem. The large wide impact bad consequences. To listed companies, investors, state and collective caused heavy losses on the securities market is also causing very bad impacts. As China's securities markets, securities legislation in theory and practice has made certain achievements. However, the actual operation is concerned, there are still many imperfections. Imperfect laws, existing laws and regulations, lack of articulation between. To this end, we need to further develop and improve the securities market laws and regulations, to use legal means to constrain and regulate the securities market. View from abroad, the securities industry has been for hundreds of years in practice, have accumulated considerable experience and lessons learned. Regulation of securities markets in credit, there is also a mature experience. Securities legislation in 1929-1933 after the economic crisis, such as the \History of development of Western capitalism, Western scholars to provide a reference for many of the views of economics and so on, so theory is quite profound. Securities market development in China, after all, only 10 years, should be how to give a correct understanding of the objective? How to ensure that the credit companies, effective on the listed companies, regulators and intermediaries provide legal oversight and effective control to become a serious problem. Based on the analysis Zhengquanshichang Lack of Credit in such serious reasons of it, combined with practical lessons Guowai 证券 industry and best practices, from Zhengquanshichang regulators, intermediaries to reasonable regulation Deng make a reasonable point of view of practical operational of legislation devised by the force of law to safeguard the securities market credit mechanism to guide the securities law practice.
Chapter social value of the securities market credit mechanism and the legal value of originated in Roman law principle of good faith, established in 1907, \Because of its role in social life, making the principle of good faith as the fundamental principles of civil law countries. It is the earliest form of business practices in market economic activities in the moral law. It requires people to pay attention to the credit market activities, abide by the promises, honest bully, without prejudice to the interests of others and social interests,[link widoczny dla zalogowanych], the pursuit of their own interests. It is to make a social order in one of the most basic moral requirements, which for the effective discharge of an organized society must assume the task is essential, therefore, all countries through legislation giving the state coercive power, a civil law The \[1] When the social development of the modern, with the social and economic development, it has also become the cornerstone of existence and development of securities markets. In the stock market plays an important role has important legal and social values. 1.1 social value of the securities market credit mechanism principle of good faith the basic principles of civil law. The importance of it to infiltrate all aspects of civil and commercial activities. With this principle in the specific trading activities in the work, in violation of the principle of transactions to be legal in the negative, makes the transaction protect the interests of both sides. As a result, people can uphold the trust of each other to complete the transaction. With the economic and social development, in commercial behavior, the principle of good faith plays an increasingly important role. Naturally, this principle has become an important principle of the securities market. The establishment of a sound credit system, to legal means to fully ensure the operation has become a historical necessity. In modern capitalist society, with the Corporation that the prevalence of forms of enterprises, security has become an important form of private property, the stock market to provide a quick cash place, indirectly promoting the personal wealth flow to the enterprise. Meanwhile, the stock market as the national control of national importance by squeezing one of the means of communication with their national saving and capital formation, corporate finance function, is the country's economic pillars of sound, sustainable development. Only securities as objects, and generally have different physical properties. General physical things such as cars, housing, etc., can often determine its value from the goods themselves. However, no real economic value of the securities themselves, it just does not have the actual investment, the value of production and consumption symbols. Easily affected by various factors,[link widoczny dla zalogowanych], with strong subjectivity. This feature makes the securities for investors to judge the value of securities, must rely on information provided by others. This led to the stock market and the product fundamentally different labor market: securities markets, the uncertainty and risk implication than the labor market much more general products. With the view from the qualitative side, the labor market in the securities market and product exchange of objects is different. Stock market trading of various financial assets is the essence of the current currency exchange money with the future, and \the only factor. Products labor market transactions are \to achieve the expected business transactions. Investors to buy the company's future business expectations. All hope lies in the future investor funding at some point people can afford to pay the remuneration or other investors willing to pay the price; from the quantity side, general merchandise quality, appearance, packaging and other factors and His Commodity price links easy observation, evaluation and definition, while stock market investors to the sale of a special financial products is reflected in the income obtained from the right of changing the enterprise itself. The factors that determine price of securities is very complex, not only to the issuer's operating income, but also by merger, purchase, exclusively, the transfer of management rights, new resources and new product development and other related elements of the company's business, but also restricted macroeconomic level in the economy, external factors such as changes in government policies, and even depends on the judgments of other investors, confidence and action. Decisions of investors to face the numerous and complex and difficult to determine the factors. These factors, whether the price of the securities information or product quality, changes in the information they are always in movement. Stock market exacerbated the uncertainty and risk. [2] as a rational investor, in determining the investment value of securities the occasion of the above factors affect the stock price, can not be considered. Stock market credit mechanism is to be done: all securities transactions, information dissemination behavior, securities agent behavior and securities advisory services and other acts of legitimacy,[link widoczny dla zalogowanych], certainty and truth, in order to ensure investor confidence good. In the stock market, credit plays a huge role. Improvement and development in the stock market credit mechanism for ensuring the normal operation of the securities market and promote the normal development of the national economy has a huge effect. An orderly development of securities market is the principle of good faith composed of various types of economic entities: companies with high credit, impartial and independent intermediary to invest in the concept of individual and institutional investors. Various types of economic entities is based on participation in the credit market, listed companies honesty and disclosure of information, independent and impartial agency to serve the credit, market information can truly reflect the operations of listed companies, the competent institutions to strictly examine IPO , the confidence of investors and the market to make investment decisions based on it, so the securities market can be a good credit environment to develop long-term health. Once the market a portion of any credit issues will affect the conduct of securities transactions, as mutual distrust and safety considerations, making securities trading costs, securities transactions to some extent distorted. Thus affecting the development of the whole credit system, so that delay in the securities market development. The resulting credit risk also may cause a chain reaction, affecting the securities market, resulting in the deterioration of the social credit environment. If not stop in time specifications, this will have associated effects, there will be more serious intentional fraud of dishonesty, would seriously affect the social stability will be seriously undermined the normal order of securities market and steady development, the main micro and macro subjects, and even the entire national economy will have far-reaching effects. [3] 1.2 the legal value of the securities market credit mechanism law for normal social development and the maintenance of normal social order played a major role. Zhang was a famous jurist in his editor's \decisive and integration. \The purpose of the legal system reflects the social ideal Suozhui Qiu; evaluation Biaozhun system, yes used to prove the value of Zhunze purpose, Yeshi evaluation form for the value of Chi Du; form of value system, Ze is the value of Nenggouyouxiao Shixian security purposes necessary condition 离开the form of the value of adjuvant, the purpose can be achieved value of the factors to be completely by the chance to manipulate. Law was the value between the value of evaluation criteria and forms are interdependent and indivisible relationship between the loss of any party, will result in law value system of the paralysis and death. \development and improvement of the field has a huge role in the promotion and guidance. In today's stock market,[link widoczny dla zalogowanych], the role of legal protection is particularly important. But because the securities market development in relatively short time, to a large extent and there are many places inadequate. Maintain securities market credit mechanism is not perfect, due to the lack of legal protection role, makes the psychological game that there exist small investors and the \stock market chaos and ultimately seriously interfere with our country's economic development and healthy development. In short, a well-developed securities market can not do without well-functioning credit mechanism. Protected by law and moral constraints to determine the credit mechanism will become the basis for developing the securities market and momentum. Stock market credit mechanism Chapter the elements of the principle of good faith is a cornerstone of the securities market, which determines the securities markets. Since the stock market credit mechanism in the stock market have such a pivotal position, then establish a sound stock market credit mechanism is required. As China's stock market still very young, in many ways exist in imperfect, immature place. In contrast, the stock market as the West has been for centuries. In the continuing development and exploration in the relevant securities in theory a very profound understanding of theoretical research; the same time, the practice has accumulated a wealth of legal experience and lessons learned. Principle of good faith is the cornerstone of existence and development of securities markets. Lack of good faith, will inevitably lead to chaos in the stock market and national economic instability. Give a typical example, the Czech Republic in 1997, there are 1,716 listed companies, due to major shareholders, \Japan's stock market crash in early 90's a major reason for this is too much speculation, especially institutional investors, the stock market out of control wild speculation. Also at the same time the United States Securities Legislation of a significant economic crisis in 1929-1933 conducted, and as \environment. Enron [5], the U.S. government securities market on the use of a series of reforms and institutional reconstruction, which is the construction of our great benefit credit mechanism. Nature of the securities market is the credit economy and credit system development and stock market development complement each other. Credit is the stock market in the link between economic subjects, bad credit is equivalent to cut the ties. Securities market in any listed companies, intermediaries and other market practitioners must rely on the main credit into contact with other participants will each market players have to generate their own credit, the more developed markets, the greater the role of credit, which is a credit in market, the result of the development process emerged. Therefore a good credit environment is considered \The \A stock of social credit system, should include the following: ① credit restriction mechanism of listed companies; ② agency credit restriction mechanism; ③ securities transactions of credit restriction mechanism; ④ market supervision of credit protection restraint mechanism. 2.1 listed companies stock market credit constraint mechanisms to operate effectively depends on whether the stock market of the main activities. The main body of the securities market shall be the issuance of securities and securities investors. Among them, the issuance of securities is defined as \suppliers, it is because of the existence of a large number of securities investors only to ensure the completion of the issuance of securities to ensure the operation of stock market transactions. Issuers of listed companies as an integral part of operations in the stock market plays an indispensable role. Therefore, the listed company's credit rating is directly related to the level of development of stock market credit mechanism. Maturity securities from foreign experience and the lessons of history point of view, the operation of a sound and orderly development of securities markets should be highly developed credit system. Among the listed companies, a good corporate governance must have the basic elements of a [6]: 2.1.1 ensure the protection of the interests of investors, fair to all shareholders here say are the \controlling shareholders of fiduciary duty. \So-called \This duty of good faith required by the controlling shareholder equity, justice and equal manner, rather than damage to shareholders, the general way the interests of investors use their power to control the company. Controlling shareholder's fiduciary duty to the minority shareholders from the United States Supreme Court in 1919, southern pacific co. V. bogert case. The case involves the restructuring of Er Shi interests of small shareholders lost. Court emphasized that, controlling shareholders, in fact small and medium shareholders of the trustee, corporate and balanced law principles have been identified and Shi Shi, 即控制 controlling shareholder Quan Li implementation of undertaking the control elements, regardless of their Li Yong method to be adopted Small shareholders must fulfill fiduciary duty, just as company directors and senior management of the same company. This case law in the West there are a lot of experience. From here, we know that because of the controlling shareholder of the company's actual control position, the majority shareholder through the capital to enjoy a \behavior will directly affect the legitimate interests of minority shareholders. Therefore, when the controlling shareholders to exercise control over the impact on minority shareholders, minority shareholders would have to assume certain obligations - the obligation of good faith, both to ensure the protection of the rights of minority shareholders, that does not harm the legitimate rights and interests, but also to avoid abuse of power is also a controlling shareholder limit. 2.1.2 and timely disclosure of information concerning the financial situation of the company stock as the virtual capital special market operations inevitably produce the most concentrated to the objective requirements of a variety of information, through information toggle toggle prices. In the securities market, information such as the beacon for the night were to guide the flow of the business of social capital. Can be said that the true essence of capital movement normal pricing information is based on the securities market, securities market to some extent depend on the extent of credit information disclosed the truth. The normal development of the securities market information for listed companies can not do without the strict disclosure. Listed company information disclosure system is the core securities law system, the stock market can continue to exist and develop an important cornerstone. Information disclosure on the securities market on the importance of development, there are several theories: [7] ⑴ securities information asymmetric information theory. The main stock market investors by the securities issuers and securities constituted. Issuers who demand the stock market funds, fund investors in securities is the supply side of the securities market, securities market is the main supporter of the effective operation of the. Asymmetric information theory, stock market information asymmetry is a common phenomenon in the stock market. This information asymmetry mainly in the securities issuers who often control the information. However, due to the characteristics of information of public goods, a listed company on new products, market share, economic competitors such analysis may be used free of charge, to the listed company's business Huodongdailai Yi Ding Yi Hou extent on the of. Also for others to assess the value of the securities of the Company to provide a convenient bring some benefit for themselves as well as he increased due to the disclosure of information to bring charges. For these and other reasons, makes issuers tend instinctively to provide information as little as possible. As stock investors to side and therefore at a serious disadvantage. Order to protect the interests of investors, safeguarding the fairness of the securities market, investment and financing to achieve the functions of the securities market to prevent the issuance of securities who knowingly use their profits to master and share information to ensure the orderly development of securities markets, Government or other agencies need to regulate the information disclosure, and as the stock market authorities, also need to establish a strict system of information disclosure of listed companies. ⑵ stock market information and the wealth of effectiveness. About any major news companies will immediately reflect the company's stock price volatility, while any value of listed companies disclosed the price of its stock in the stock market impact is often short period, the stock market, rapid digestion of information in any traditional commodity market can not match. Who have important information, whoever occupies the Securities and Exchange initiative, who will win the fortune. In other words, if the information disclosure of listed companies can not be in time, there will be exclusive in a short period of time some of the information, out of self-interest is bound to make use of the information in stock, profits, or passed on to win the loss. This result is a serious violation of good faith in market competition, fair trading. Therefore, the need for information disclosure of listed companies to legal control in time, or as short as possible to prevent the state monopoly of information. Otherwise, the listed company disclosure system would not achieve his rightful role. ⑶ market mechanism in the preservation of morality, need the law to protect. In the stock market, people with great wealth and the pursuit of success, that the conduct involved would violate public moral standards. When a market participant in order to seek personal benefit or use of fraud or fraudulent manipulation methods harm the interests of others, his behavior is immoral, against the injured party is not fair. If we allow this unethical and unfair acts exist, the securities market has become the general ethics of rebellion, people have to make a choice, either give up the moral, or give up the securities market. Therefore, in order to increase people's confidence in the securities market, securities market mechanisms to protect the most basic moral standards. Market participants in securities through the preservation of moral self-discipline is very difficult to achieve, the legal system can restrain dishonest and lazy corporate executives, to protect the securities market and moral existence. Disclosure of the fair, transparent, timely, complete and accurate for the reduction of stock market speculation, the effective maintenance of the securities market order, and safeguarding the interests of the investing public has an important significance. Ensure that the company's governance and regulations and social values consistent with the interests of the company rather than as the main shareholders. This will not only benefit its own development of listed companies, but the majority of the public investors, the Commission based on the information disclosure of trust, securities prices through timely and accurate understanding of the basic conditions of company and market risk conditions change, the risks and benefits based on their preferences and purchase of securities. Makes the stock market environment in the integrity and healthy development. 2.2 intermediaries credit constraint mechanisms integrity is the foundation of existence and development of securities markets. Once the dishonesty, the securities market is bound to cause chaos and economic instability development. Good faith to maintain the securities market, in addition to the constraints of listed companies, but also start from the agency. In theory, to accounting firms, law firms, represented by the securities market intermediaries to ensure the normal operation to protect the security of credit mechanism for the development of another security. However, if there is no independent auditing agency the right to development if the agency is in effect or under the control of listed companies, if the intermediary for a variety of interests, and listed companies act in collusion. They make the audit of listed companies to disclose the information and how much credibility be? Of \Governance and the reshaping of credit into the securities market intermediaries important part of the credit mechanism. [8] securities market is a market economy, optimizing resource allocation of the Department of investors and potential investors and listed companies on the stock market's confidence, depends largely on the listed companies published financial information and accounting report's credibility. This is because the possession of market players in the information asymmetry, the small investors and representatives of major shareholders opposed to the interests of major shareholders in terms of management, is a vulnerable group. In the accounting market, if the financial information provider of dishonesty (false), users of financial information (accounting market indirect financial information of consumers to purchase) will suffer losses, so the need for a credible, independent appraisal agencies other than listed companies (CPA and other assurance of intermediaries) the credibility of financial information in a high (but not absolute) assurance. But directly to pay for accounting firms that audit services management, all of which are as \adhering to the wishes of the majority shareholder, etc.), if it needs to buy poor quality, or even false identification, they will put pressure on the CPA, seduce and even bribery; CPA is faced with two options, either uphold the integrity, loss of customers, or yield the pressure and even bribes, make false identification. Accounting market, this complex triangular relationship, so that a high degree of risk and the CPA profession to become highly professional industry. From an international viewpoint, CPA industry, becoming the most important code of ethics and follow-up education sector, the most stressed self-discipline, not an accident. Only by accounting firms, law firms, represented by independent government agency, the Commission, listed companies outside the securities market to ensure the normal operation of credit mechanism to protect the healthy development of the securities. Independence is the soul of the social audit. Social Credit is simply intermediaries to their own credit and capital commitments necessary management responsibility, independence, impartiality, objectivity and equal to a third party to provide credit to the community as products or services. In the benign operation of the stock market, intermediaries should have the right to an independent audit, so they can serve as the stock market \On the stock market listed companies to disclose the information audit, to be published false information disclosure. Ensure timely access to public investors of listed companies can be true and accurate information, protect their rights. [9] 2.3 market transactions of the credit constraint mechanisms in the development of securities market perfect credit mechanism also includes a series of transactions on the market, the credit constraint mechanism. On the securities market of the main credit constraints and credit constraints for their actions are complementary. Credit constraints on the transactions the stock market credit mechanism an integral part. Only perfect binding transactions, improving the relevant provisions of the law, strictly enforced, to effective protection of the securities market the vital interests of the participating subjects, so to perfect credit mechanism to ensure that the securities market to operate effectively. This requires a number of violations of securities market regulations on unfair trade practices to be bound. In the \ Insider trading provisions of the law clearly one of improper trading practices. It refers to take advantage of inside information inside information in securities trading activities. According to the law, involving the company's business, financial or market price of securities of the company have a major impact not yet public information, are inside information. \If a company distributes dividends or increase of capital; major changes in corporate debt security; listed company acquired the programs. \intermediaries and securities trading services to the relevant personnel. Manipulation of prices are \Price-fixing is intended to obtain improper benefits or shift risk. Price-fixing laws and regulations on the case and means to make a legal definition and description. It includes: ① individually or through collusion, centralized funding advantage, ownership or use of information superiority advantage of joint or consecutive trading,[link widoczny dla zalogowanych], price manipulation of securities transactions. ② collude with others to advance the agreed time, price and method of mutual trading in securities trading or securities held not affect the prices of securities trading or securities transactions; or to themselves as trading partners, without transferring ownership Since purchased from selling, trading of securities prices or securities trading volume (on the knock on the back). ③ other means manipulating stock prices. In addition, with regard to unfair trade practices of the legal norms, but also damage to the securities company and its employees in the interests of customers, the case law malicious speculation, made the prohibition. Include: misappropriation of clients entrusted to ban the sale of securities or funds on client account (margin); prohibits corporate to personal securities trading accounts opened in the name; prohibit embezzlement, trading in securities; state-owned enterprises and state holding enterprises, shall not speculation in stocks of listed companies. [10]
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