The Perfection Of Preferred Stock System In China

In the international capital market, preferred stock is recognized as a kind of high quality financial products and its applicable scope covers the major developed countries in the world. And because of the lack of perfect relevant regulations in China, the preferred stock in the existing investment and financing tool in our country has been in a neglected position, caused our country capital market products a single for a long time, enterprise financing difficult problem is difficult to effectively alleviate the situation. Preferred stock pilot management way enacted in certain degree shows that beginning preferred stock system in China has a systematic rules.But it is undeniable that conditioned by the method in the system of preferred shares the inherent defect of content and form of legislation today also not present we are looking forward to the preferred stock is widely used in the capital market in China, it is no exaggeration to say the system for the most of the investment and financing of strangers. The author thinks that in the concrete in this paper, the basic concept on the basis of the preferred stock system, analyze the deep connotation of the system for depth is indeed necessary, thus may according to the concrete practice in our country, establish adequate theoretical foundation and realistic foundation, has a highly practical legal system of preferred stock.In this paper, the body part consists of four parts, respectively from the following four aspects elaborates on system of preferred stock:The first part is an overview of preferred stock system. This part from the analysis on the basic concept of preferred stock, expounds the basic characteristics of preferred stock, preferred stock is a kind of economic priority in comparison with common stock, but limited in participatory rights special shares, whose nature between common stock and the company creditor’s rights, the right structure is not a single form, can be in within the scope of the law by all sorts of priority right to attribute structure of new combination of independence. Although as a priority of consideration, preferred shares represent voting rights tend to be ruled out, but this kind of exchange is still as the significance, is a breakthrough of its equity form equality and achieve real equality. This part mainly expounds other preferred shares as a special stock, is the company contract theory and the concrete practice of the equity real equality concept, have substantial theoretical basis.The second part is the preferred stock system of the comprehensive introduction outside the developed countries. Through the comparative analysis of two law systems preferred stock system of the specific legal norms, can draw the conclusion: preferred stock system of the legal provisions relating to the common law countries fully reflected the thought of liberalism, the issue of its preferred stock set up fewer restrictions, the specific content of preferred shares authorized the company’s articles of association rules, on its own to improve the operation efficiency of preferred stock system in the capital market; And the civil law countries follow legal ideology, has made a comprehensive and detailed regulations for preferred stock system, in order to through the content and program design of the essence of the preferred stock strictly regulate, realize the comprehensive protection of preferred shareholders. The differences of the two big law system provisions of preferred shares in China legislative idea and system design provides a practical experience can be made use of.The third part on comprehensive analysis of our current system of preferred stock. Improve the system of preferred shares in the building, which is beneficial to meet the needs of diversified investment, implement the scientific classification of kinds of share in our country, can yet be regarded as an effective form of reinforcement of property right of state-owned enterprises, the more our country continue to deepen the opening-up pattern provides a powerful tool. But through the empirical study found that preferred stock system in our country has experienced a long, bumpy legislative process, its practical application is rare, the value of preferred stock system. Investment and financing subject often choose the red-chip mode and bet against the agreement, voting rights agency agreement in an effort to avoid the shackles of laws and regulations and seek alienation under the path to achieve the effect of preferred stock system, but the market behavior of the way of doing things, often due to breach of laws, regulations, mandatory essentially effective regulation and the legal effect of negative evaluation. Because of this, meet the need of practice in the market, to perfect our legal system of preferred stock, guide the virtuous behavior of capital market main body, is the way.The fourth part is on the former three parts discussed on the basis of the preferred stock system, puts forward some Suggestions to perfect the system of preferred stock in our country. In light of China’s traditional legal legislative mode, contrapose to the legislation of investigation and practice of capital market in China, our country’s system of preferred shares shall be fully grasp the balance of safety and efficiency are two value, namely first should be a system framework of preferred shares in the form of statute law, respect for the autonomy of market main body at the same time, those are nothing to do with the social and public interests, not with the financial security system content more by the company’s articles of association rules. In the legislation form, in order to guarantee the unity of legal system, system of preferred stock should be to effect a higher form of law to make clear a regulation. In the specific provisions should ease restrictions on the issuance of preferred stock is not reasonable, at the same time strengthening the procedural right of preferred shareholders, relief rights and regulatory responsibilities of relevant departments on the company’s information disclosure, in order to achieve the unity of the preferred shareholders protection and the system can be practical and the consideration of safety and efficiency.