Study On The Legal System Of Stock Repurchase

Stock Repurchase means limited company repurchases its stock which has distributed. There are two legal systems of stock repurchase: one is"permission in principle with the exception of prohibition", such as America; the other is"prohibition in principle with the exception of permission", such as Germany. The author tried to explore the theoretical foundation of stock repurchase system, and made some comment on the system in china's new company law on the basis of the theory and the practice of other countries .The author hoped that her preliminary study will make some contributions to better application of stock repurchase system in China.The article mainly consists of the preface, the main body and the concluding remarks. The preface makes a general introduction of the beginning and the developing of the stock repurchase and the development of stock repurchase system in china, and points out the research purpose and content of this article.The main body is composed of four parts:Part 1 introduced the concept, characteristics and category of share repurchase, and compared it with other related conceptions, and the whole paper discussed from this perspective. What's more, the author analyzed the value of the share repurchase system from opposite perspectives.Part 2 compared the share repurchase practice among different developed countries (areas). There are two kinds of legislation mode in developed countries (areas): one is the"permission in principle with the exception of prohibition", which is represented by America; The other is"prohibition in principle with the exception of permission", which is typically in Germany. Basing on the comparing ,the author pointed out that the best system for a country of stock repurchase is the one which suits with its present national condions. Part 3 retrospect the process of stock repurchase system in china, and introduced the characteristics of stock repurchase system in China, and what's more, the author pointed out that share repurchase has strategic value for the reduction of state-owned shares with regard to specific situation of our country.Part 4 proposed some advice on the improvement of the stock repurchase system in the framework of china's new corporate law.At last, on the basis of the hereinbefore research, the author put forward that the essence of stock repurchase system is to achieve the balance between corporate and society, between majority shareholders and minority shareholders, between individual rights and group rights and so on. In a word, the system aims to achieve the balance between fairness, safety and efficiency.This thesis has three features on research method. First, the author elaborated on topics which are controversial in theory and practice, while skips over those she thought are less important. Second, the paper analyzed large quantity of foreign reference literatures, which elaborated opposite opinions. These opposite opinions helped the author knew the development trends of relational systems directly and deeply. Third, the author applied a variety of research methods such as comparative analysis, historical analysis, case analysis, and economic analysis.