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大宗持股权益变动制度旨在提高证券市场透明度和保护中小投资者合法权益,但在我国证券市场实践中尤其是非合意并购中,投资者屡屡违反该制度确立的公开义务和停止买卖义务,目标公司则利用相关立法漏洞采取各种限制股东权利的反收购措施。对权益变动规则和义务之违反成为证券市场的顽疾,其中首要原因在于我国现行收购制度愈发难以满足现行市场环境下各方主体的规则需求。为此,需要深入研究和反思现行大宗持股权益变动及其法律责任立法存在的问题。在此基础上,建议利用证券法修订契机,借鉴境外立法经验,尽快弥补相关法律漏洞,强化大宗持股主体的义务和责任。同时,进一步加强证券监管执法,形成监管合力,共同实现资本市场的澄明和健康发展。
In order to improve the transparency of the stock market and protect the legitimate rights and interests of small and medium investors, the system of bulk shareholding changes, however, often violates the public obligation and the suspension of sale and purchase obligation established by the system in the practice of China’s stock market, especially in non-consensual mergers and acquisitions. The target company Then take advantage of the relevant legislative loopholes to take various anti-takeover measures that limit the rights of shareholders. The primary reason for the violation of the rules and obligations on the change of equity has become the stubborn illness in the stock market. The primary reason for this is that it is increasingly difficult for the current acquisition system in our country to meet the regulatory requirements of all parties under the current market environment. Therefore, it is necessary to deeply study and reflect on the existing problems in the current changes in the rights and interests of large holdings and the legal liability legislation. On this basis, it is suggested to make use of the opportunity of revision of the securities law, learn from the experience of overseas legislation, make up for the loopholes in the law as soon as possible, and strengthen the obligations and responsibilities of bulk shareholders. In the meantime, securities regulatory law enforcement will be further strengthened to form a regulatory force that will allow the capital market to achieve a clear and healthy development.