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现代内幕交易立法围绕信义义务与市场公平两种进路展开,两者基本立场不同,规范机制迥异。我国现行立法将两者兼收并蓄,直接导致行为构成体系的逻辑混乱,规则之间的冲突分歧。根治这一内在缺陷的有效方案应当是,立足我国本土实际,顺应世界立法趋势,秉持市场公平一元进路,以内幕信息规制为中心改造行为构成体系,以实现遏制违法行为、保护投资者权益的法益目标。
The legislation of modern insider trading is based on both the fiduciary obligation and market fairness. The basic standpoints of the two are different, and the normative mechanisms are quite different. The current legislation in our country combines the both into one, which directly leads to the logic confusion of behavior constitutional system and the disagreement between the rules. The effective plan to cure this internal defect should be based on our own local reality, conform to the trend of world legislation, uphold the principle of fair market, reform the system of activities centered on regulation of inside information, so as to curb illegal activities and protect investors’ rights and interests Legal interests goals.