Research On The Legal System Of Equity Crowdfunding Under The Concept Of Inclusive Finance

As a wonderful flower in the Internet finance under the rapid development of the Internet,the birth and development of equity crowdfunding have received a lot of attention.At the beginning of its birth,equity crowdfunding was regarded as the light of inclusive finance because it could realize the rapid financing of small and medium-sized enterprises,especially small and micro enterprises,and improve the financing efficiency of small and medium-sized enterprises and small and micro enterprises.However,the frequent thunderstorms in reality also make people doubt whether this new form of financing can achieve the basic goal of investor protection.The core issue of equity crowdfunding has become the focus of academic and practical attention: how does the government regulate equity crowdfunding? Following the analytical idea of "raising problems-theoretical analysis-solving problems",focusing on the specific construction of equity crowdfunding system,this paper introduces the concept of inclusive finance from the perspectives of institutional economics,contract doctrine of securities law and so on.Starting from the concept of financial fairness behind the concept of inclusive finance,combined with the institutional function and goal of equity crowdfunding as a business model,this paper analyzes the institutional goal of equity crowdfunding in order to achieve the goal of equity crowdfunding.How does the concept of financial fairness affect the concept of legislative regulation,the goal of legislative regulation and the path of legislative regulation of equity crowdfunding.It also designs the specific system regulation of the issuer,the investor and the equity crowdfunding platform in the equity crowdfunding platform.This paper is divided into three parts: introduction,text and conclusion.The introduction part briefly combs the construction background of the legal system of equity crowdfunding,and collates the current situation of the research and practice of the legal system of equity crowdfunding.Through the study of the current situation,this paper puts forward the basic research goal of this paper: how to realize the system construction of equity crowdfunding.It also puts forward some basic ideas for the overall construction of the equity crowdfunding system.The first chapter constructs the overall framework of this paper.This chapter is divided into two parts,the first part of the inclusive finance and equity crowdfunding for the basic theoretical construction.In the first part,the author first discusses what is inclusive finance,the characteristics of inclusive finance and the essence of financial fairness.The concept of inclusive finance is to serve low-income groups and small and medium-sized enterprises,and to achieve fair opportunities,process fairness and result fairness for low-income groups and small and medium-sized enterprises to participate in finance.As far as equity crowdfunding is concerned,equity crowdfunding belongs to securities issuance.As an equity crowdfunding of inclusive financial instruments,it is actually a fair opportunity for small and medium-sized enterprises to finance directly through securities and a fair opportunity for the overwhelming majority of ordinary investors to invest.In the second part,the author focuses on how to realize the construction of equity crowdfunding system under the guidance of inclusive finance.For a long time,the institutional concept of securities issuance system is transaction security and transaction efficiency.The natural contradiction between the value concept of safety and efficiency makes the securities issuance system form the securities public issuance system and the securities private offering system based on the different power distribution between investors and issuers.Neither of these two systems can be applied to the equity crowdfunding system of course.The reason is that the concept of financial fairness behind equity crowdfunding requires the realization of the three major goals of capital formation for small and medium-sized enterprises,promoting investor protection and realizing inclusive finance in legislation.Therefore,we must consider: 1.How to reduce the issuer’sThe difficulty of issuance to realize the financing fairness of the issuer;2.At the same time,expand the scope of investors as far as possible to achieve investment fairness;3.On this basis,the formation of the protection of investors,to achieve fair results of investment to investors.From the realization of the specific regulatory objectives,the perfect idea in the rule design is to give investors more rights and reduce the obligations of the issuer at the same time.However,this imbalance between the increase and decrease of rights and obligations puts the value of transaction security in jeopardy and must be made up for in other ways.One way is to improve the standard of performance of an obligation of the issuer in depth while reducing the number of obligations of the issuer.However,the obligation of issuer in equity crowdfunding is mainly the obligation of information disclosure.as far as the issuer of equity crowdfunding is concerned,the cost of information disclosure obligation is high in the existing securities law,so it is difficult to realize it by improving the standard of information disclosure obligation.Regulation.Another way is to consider other subjects in equity crowdfunding,through the regulation of responsibility,to achieve the effect of helping issuers to increase trust and tilt protection for investors.To realize the reconstruction of the unbalanced right and obligation relationship between issuer and investor.Here,one way is to increase the trust of the issuer through the responsibility regulation of the major shareholders,sponsors and executives of the issuer,and the second way is to design the rights and obligations of the intermediary organization,the equity crowdfunding platform.To achieve the tilt protection of investors.The second chapter to the fifth chapter focuses on how to regulate the rights and obligations of equity crowdfunding issuers,investors and equity crowdfunding platform under the influence of the concept of inclusive finance,so as to realize the overall system construction of equity crowdfunding.When considering the construction of the specific system of the three,we should consider the balance of the relationship between rights and obligations.Especially for equity crowdfunding issuers,the reduction of financing threshold and the reduction of information disclosure obligations make the structure of rights and obligations between issuers and investors in jeopardy.Other mechanisms should be designed to reconstruct the balanced relationship between issuers and investors in equity crowdfunding.The second chapter discusses the regulation of equity crowdfunding issuers.The core of the equity crowdfunding issuer system is that in order to promote the financing fairness of small and medium-sized enterprises,it is necessary to reduce the threshold of financing subjects,reduce the financing procedures and reduce the information disclosure obligations of enterprises.Therefore,this chapter mainly focuses on the subject conditions of the issuer,the small registration exemption of the issuer and the reduction of the issuer’s information disclosure obligation.In view of the subject conditions of equity crowdfunding,the traditional securities issuance subject conditions show "the hidden logic that large companies can issue".As far as equity crowdfunding is concerned,the financing needs of small and medium-sized enterprises should be respected.Reduce the requirements for the issuance conditions of small and medium-sized enterprises.In view of the issuance procedure,a small exemption registration system for equity crowdfunding should be constructed,which involves how smallThe quota can be exempted from the registration of the SFC and the question of who will carry out basic supervision after the SFC is exempted from registration.In view of the restrictions on the issuance quota of equity crowdfunding small exemption,first,the financing needs of start-ups and small and medium-sized enterprises should be taken into account,and second,the supplementary relationship between equity crowdfunding system and other issuance systems should be considered.In order to solve the problem of who is responsible for basic supervision,the market evolution of equity crowdfunding should be respected and equalized by equity crowdfunding.With regard to the reduction of the information disclosure of the equity crowdfunding issuer,taking into account the reduction of the overall obligation of the equity crowdfunding issuer,one way is to completely cancel the issuer’s information disclosure obligation,out of cost-benefit considerations.Information disclosure obligation is still meaningful even in equity crowdfunding,so without canceling the issuer’s information disclosure obligation,we should reduce the requirements of equity crowdfunding information disclosure obligation.Specifically,we should consider the characteristics of both expansion and reduction of equity crowdfunding information asymmetry,and establish the information disclosure obligations of equity crowdfunding issuers.The third chapter discusses the regulation of investors.In order to protect investors,securities law often regulates the market participants such as issuers and intermediaries.Of course,these regulations protect investors from the side,but also lead to the loss of investment opportunities,because investors can only buy qualified securities from designated intermediaries.Therefore,based on the concept of inclusive finance,the realization of equity crowdfunding investment equity,it is better to regulate investors directly.This kind of regulation is in line with the basic market characteristic of considering the "crowd of investors" of equity crowdfunding investors,and the realization of the goal of equity crowdfunding system under the concept of financial fairness.Third,it is in line with the overall social interests from the context of legal sociology,and fourth,it is operable from the path of realization.In the regulation of institutional path for investors,the characteristic of investors should be taken into account,and the original classification of investors,qualified investor system and investor appropriateness system should be analyzed and learned from the original investor classification,qualified investor system and investor appropriateness system.Improve the path of investor regulation: first,abolish the investor threshold of equity crowdfunding and open up public investment.The second is to control the risk of ordinary investors by designing the investor quota system.The third is to respect the differentiated investment needs and differentiated investment ability of investors,and allow capable investors to make more investments.The fourth chapter discusses the regulation of equity crowdfunding platform.In the case of reduced obligations of equity crowdfunding issuers and increased investment opportunities for investors,by paying attention to the obligation setting of this market intermediary,the equity crowdfunding platform,Or it can make up for the imbalance of the right and obligation structure between the equity crowdfunding investor and the issuer,and make up for the lack of investor protection.This chapter first discusses how the equity crowdfunding platform is in the core position and plays a core role in equity crowdfunding,and discusses what kind of functional positioning equity crowdfunding should have.How do these functional positioning affect the setting of specific obligations of equity crowdfunding platform?What obligations should the platform set?Starting from the change of the organizational function of enterprises in institutional economics,this chapter analyzes the present situation of the organizational function of the equity crowdfunding platform,in order to prove that the essence of the equity crowdfunding platform should be the "gatekeeper" in the Internet era.Its regulation should also take the function of "gatekeeper" as the starting point.Secondly,aiming at the positioning of equity crowdfunding "gatekeeper in the Internet era",this paper discusses the access mechanism,main obligations and main legal responsibilities of equity crowdfunding platform.As far as the access mechanism is concerned,the access of the "gatekeeper" equity crowdfunding platform can be appropriately relaxed according to the entry threshold of the existing securities companies in China,in order to ensure the innovative application of the platform.As far as the main obligations of the platform are concerned,the equity crowdfunding platform actually guarantees the quality of the equity crowdfunding issuer to investors with its own reputation.In the case of small exemption from registration of equity crowdfunding,The equity crowdfunding platform shall reasonably design the audit obligations to the issuer,and the audit obligations to the issuer shall be divided into general audit obligations and special audit obligations,The examination of the financial position of the issuer,internal major shareholders,senior executives and sponsors shall be regarded as a special audit obligation to ensure the authenticity of its contents.Secondly,for equity crowdfunding investors,considering the particularity of the interaction between the platform and investors under the background of the Internet,most of the equity crowdfunding investors are ordinary investors,one is the weak position,the other is the widespread behavior deviation.Therefore,we should design the special obligation of the equity crowdfunding platform to investors,and realize the tilt protection of investors through "legal debition" and "legal promotion".The tilt protection of the platform for investors should not only be satisfied with the obligations before and during the issuance of equity crowdfunding,but should also be carried out to investors at the time.Considering the weak position of equity crowdfunding investors and the difficulty of safeguarding their rights when they are fraudulent,the legal advance compensation mechanism can be required for the equity crowdfunding platform.Finally,the supervision of the equity crowdfunding platform should also make full use of the reputation mechanism of the Internet era,through the administrative organs to establish a negative list and time punishment,urge the equity crowdfunding platform to perform its obligations prudently and realize the protection of investors.Based on the value consideration of transaction security,in the case of the reduction of issuer obligations under the equity crowdfunding system,the balance of rights and obligations between issuers and investors must be reconstructed through other mechanisms.In view of this,this paper designs the special obligation of the major shareholders,executives and sponsors of the equity crowdfunding issuer: the commitment mechanism to the investors.Large enterprises often have complete financial flow and management system to guarantee their credit as an appearance,but most of the issuers of equity crowdfunding are small and medium-sized enterprises,it has not yet formed a complete internal governance framework and external operation system.This is also the main reason why it is questioned whether it can be trusted.Therefore,this paper proposes that there should be a special obligation for the major shareholders,executives and sponsors of the equity crowdfunding issuer: that is,the commitment mechanism of the sponsor.This is because in small and medium-sized and micro enterprises,major shareholders,executives,and sponsors are more able to understand the internal affairs of the enterprise than those of ordinary enterprises,and the credibility of major shareholders,executives,and sponsors is very important.Second,the internal management behavior of major shareholders,executives and sponsors is a signal mechanism for the financing of small and medium-sized enterprises.Third,from the perspective of Internet technology,because most of the equity crowdfunding is carried out by small and medium-sized enterprises.These enterprises can not send credible signals through the reputation mechanism,but the personal resumes of the sponsors can be queried in the Internet platform credit system and the official credit system.The ultimate goal of the construction of equity crowdfunding system is to solve the information asymmetry between investors and issuers,which is guaranteed by the commitment of major shareholders,executives and sponsors.Such guarantees are more likely to gain trust than business prospects and business models that seem attractive but difficult to confirm.In terms of its nature,this acceptance should be an offer made to investors by major shareholders,executives and sponsors when launching equity crowdfunding projects.When an investor makes an investment,it shall be regarded as the formation of a contract between the two parties.However,this kind of contract is not the product of pure autonomy and has its public law.There are many types of commitments from major shareholders,executives and sponsors.For such commitments,on the one hand,we should set a minimum level of legal commitment to avoid a mere formality of commitment,but also to achieve the protection of investors.On the other hand,through the system design,we should urge the major shareholders,executives and sponsors to fulfill their commitments,and when the major shareholders,executives and sponsors break their promises,through the system design to help investors to achieve relief as soon as possible.The conclusion part of this paper comprehensively combs the specific construction of the equity crowdfunding system based on the concept of inclusive finance.At the same time,the future direction of equity crowdfunding system is discussed.What we need to realize is that "the truth learned from paper is not profound,and we must practice it ourselves." For the new business model of equity crowdfunding,it is difficult to judge the ultimate normative effect of pure theoretical system construction.Equity crowdfunding should start with small-scale pilot governance and through continuous trial and error mechanism.Only in this way can we finally realize the system function and system goal of equity crowdfunding.