Protection Of The Investors’ Interests Under Indirectly Holding System

Securities’direct holding is the traditional pattern, but countries gradually establish and perfect the securities centralized registration with the development of the securities market, depository and clearing system. Indirect securities holding pattern has been popularized and has a tendency to replace the direct holding pattern. Our country’s QFII system is indirect holding pattern. Developed securities markets practice has proved that the broker nominee indirect holding enhances the efficiency of the settlement of securities market, facilitate cross-border securities holding has the positive significance. However, this pattern also poses challenges to the traditional concept of investors’securities ownership. Securities’holding pattern is the core of the legal nature of investors’ securities’right elements. Different investors’securities holding pattern and the degree of correlation between securities, directly affect the legal rights of the confirmation of investors’ownership. Therefore, distinguish the meaning of securities holding pattern mainly has two aspects:firstly, whether there is a direct legal relationship between investors and issuers. Secondly, securities model are related to the nature of the stock rights of investors and the certificate of the stock right. Indirect holding pattern is that securities actual investors do not hold physical securities directly, but hold them through middlemen in the relevant account records. At the same time, the broker’s rights may be recorded in another securities broker account, until in the holding structure at the top of the middleman. As a result, the direct relationships between the securities investors and securities issuers have been cut. When investors’securities are disposition by middlemen, they will face different needs because of the numerous middlemen in different countries and therefore the applicable substantive law dispute, the traditional conflict of laws is the content of location method, when it applied to indirect holding pattern, the rule’s woes. In terms of QFII, our country allowing existence of indirect holding mode, it is pressing for our country to establish the related legal system of protecting the rights and interests of investors. It is a pity that in the indirect holding pattern, in addition to the state council and the ministry of finance and the people’s bank issuing regulations and department rules, at the legal level of indirect holding pattern to make a clear regulation. Indirect holding mode of transnational securities trading conflicts rules also loophole, it will inevitably affect the stability and development of the Chinese securities market.This article is divided into four chapters, the first chapter introduces the indirect securities holding pattern and its structure and the mainstream of the securities market is currently holding pattern, and analyses the problems existing in the indirect holding pattern may; The second chapter analyses the cause of the problem and in the view domestic law to make clear indirect nature of the rights and interests of investors holding mode and the legal relationship; The third chapter analyses the plight of the traditional conflict rules from the perspective of private international law, and puts forward a few ideas based on the experience of the developed countries involved issues of indirect securities holding legislation, judicial practice, experiences and lessons, and explore the path of the conflict rules in our country by combination of Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary; the fourth chapter discuss its indirect holding pattern system consummation in the QFII system in our country based on the analysis of the former three chapters.