Legal Protection Of Investors In Depository Documents

With the development of financial globalization,more and more companies raise capital across national borders,depository vouchers are the most common cross-border financing mode in the current international capital market,China intends to introduce depository voucher to attract foreign enterprises to China’s financing.Because of the objective existence of the frontier between the issuer and the investor in the depository voucher relationship,and the investor does not hold the securities directly,the investor faces serious information asymmetry and prominent agency problems,and the investor is in a weak position.The protection of investors ’ interests is not only related to the immediate interests of investors,but also an important condition for the prosperity and development of securities market,therefore,how to realize the protection of investors ’ interests in depository receipts is an important issue in the establishment of depository voucher system in China.Depository voucher system in the United States securities market is the most prosperous,the author intends to deeply explore the United States custody of depository documents to obtain some enlightenment.First,because the depository receipt is different from the general securities,I introduces the operation mechanism of the depository receipt in the introduction.The author did not interpret the legal point of view when writing this part,but objectively described the issuance and operation process of the depository receipt from the perspective of reality,and defined some concepts and terminology in the depository receipt.In writing this part of the content,the author consulted with the substantive department staff on some details.In the first part of the article,the author examines the structure of depository receipts from a legal point of view,and holds that depository receipts are securities issued on the basis of trust structure.The nature of the legal relationship in depository receipt is analyzed.It is concluded that there is a dual basic legal relationship between trust and securities in depository receipt.There is a trust legal relationship between the investor and depositor of depository receipt and a securities legal relationship between the issuer and the depositor.The second part of the article,based on the analysis of the legal relationship,analyses the differences between the status of depository receipt investors and ordinary securities investors,and what particularities they have.This part of the analysis shows that depository receipt investors are in a more vulnerable position than other securities investors,the information asymmetry in depository receipts is more prominent,and the agency problem is more serious.In the third part,based on the analysis of the disadvantaged status of depository receipt investors and the empirical analysis of some cases of American depository receipts retrieved by the author,the author summarizes and summarizes what aspects of infringement may be suffered by depository receipt investors.According to the author’s analysis,depository receipt investors may suffer from fraud from issuers or breach of depositor’s duty as good administrators.In the fourth part,the author mainly discusses the specific measures to protect depository receipt investors.In writing this part,the author deeply understands the protection measures for investors in American securities market and other developed securities markets,which have succeeded in depository receipt system,and sums up some protection measures,such as reasonably defining overseas issuers,safeguarding the independence of basic securities,improving information disclosure,and defining trustee’s obligations.In the fifth part,the author makes an analysis of the depository receipt system in China,and puts forward some suggestions to improve the deficiencies of the depository receipt system in China.