中国权益披露规则的反思与完善:以公开和效率为视角

• 作者: 赵文冰
• 来源期刊: 中国法学:英文版
• 学科: 经济
• 关键词: TRANSPARENCY MARKET REPUBLIC
• 年，卷（期）: 2020,（2）
• 页码范围: 136-158
• 页数: 23页
• 分类号: F42

摘要

The hostile takeover wave that emerged in 2015 had vividly unveiled a significant loophole in China’s ownership disclosure regime and provided us with an opportunity to examine the existing ownership disclosure rule in China.The publication of article 71 of the Securities Law of the People’s Republic of China(Draft for the Third Deliberation)in 2019 further spurred the debate on the ownership disclosure rule.Tracing the history of hostile takeover both in China and the US,this paper believes that an appropriate ownership disclosure rule must strike a balance between the regulatory objectives of market transparency and market efficiency.The beneficial effect of article 71 of the Securities Law of the People’s Republic of China(Draft for the Third Deliberation)is that it better serves the market transparency objective due to the enhanced punishment for the violator.However,the over-drastic slow walk rule embraced in article 71 of the Securities Law of the People’s Republic of China(Draft for the Third Deliberation)may hamper the efficiency of the securities market.And this paper will propose a recommended amendment that will be beneficial to investors,issuers and the market as a whole.