Research On Legal Regulation Of Stock Repurchase Market Manipulation Of Listed Companies

The implementation of stock repurchase by listed companies can achieve the goal of optimizing corporate governance such as the return of company stock value,resisting hostile takeovers and employee equity incentives in the short term.However,due to the high controllability in the actual operation of stock repurchase,listed companies implement stock repurchases are also prone to illegal market manipulation and other illegal transfer of interests,disrupting the trading order of the securities market.Open market repurchase,repurchase by tender offer,repurchase of transferable sale rights and agreement repurchase are the four main types of stock repurchase transactions implemented by listed companies.However,in practice,the stock repurchase of listed companies is mostly carried out in the form of repurchase of centralized bidding transactions in the open market.This article only discusses the securities market manipulation that may be involved in the implementation of stock repurchase by listed companies in the open market through centralized bidding transactions.At first,The Company Law of the People’s Republic of China(hereinafter referred to as "The Company Law")only provided an exceptional permitted situation for the implementation of stock repurchase to reduce the registered capital of a company.In 2008,the China Securities Regulatory Commission(hereinafter referred to as the CSRC)issued the Supplementary Provisions on stock Repurchase by Listed Companies through Centralized Bidding(hereinafter referred to as the Supplementary Provisions),which simply standardized the compliance operations of listed companies in implementing stock repurchase.In 2018,the Amendment to the Company Law added two new situations,"the conversion of stocks into convertible corporate bonds issued by listed companies" and "necessary for the maintenance of corporate value and stockholders’ rights and interests".Only then did China expand the legal exception allowed by listed companies to implement stock repurchase to six situations.However,under the background of expanding legal exceptions,the regulation of market manipulation involved in stock repurchase by listed companies is not satisfactory.In 2007,China Securities Regulatory Commission(CSRC)issued the Guidelines on The Identification of Securities Market Manipulation(hereinafter referred to as the "Guidelines"),which simply and rudely excluded stock repurchase of listed companies from the identification of securities market manipulation.Until2019,the Shanghai Stock Exchange and The Shenzhen Stock Exchange respectively issued the Implementation Rules for stock Repurchase by Listed Companies(hereinafter referred to as the "Rules for stock Repurchase"),China has not had a clear and standardized operation guide for listed companies to implement stock repurchase.It has to be said that under such regulatory supervision and lack of specific evaluation criteria,it is naturally impossible to identify whether it involves illegal acts such as market manipulation.It can be said that stock repurchase of listed companies has experienced a decade of savage development.Since then,the securities law of the People’s Republic of China(hereinafter referred to as "securities law"),the company law "buyback rules" have been revised or disclosed,but some of the terms and conditions loose,the fuzzy regulation is still to stock buybacks involve market manipulation behavior left a large operating space,in addition,as the guide,"by direct repealed,The confirmation that stock repurchase of listed companies involves manipulation of the market is even more perplexing.In addition to the introduction,there are three chapters in this paper.First chapter by listed companies in Shanghai and shenzhen two city in China in recent years the number of cases of stock repurchase,reason and other data and involved in the process of stock repurchase market manipulation,suspected of case introduction,then analysis the stock repurchase inevitability of positive price effect,and the height of the actual operation process control,illustrate the relevance of stock repurchase on suspicion of market manipulation is complex and difficult to define,And the common problem that stock repurchase of listed companies involves market manipulation is difficult to identify.Then,the typed analysis of stock repurchase involves market manipulation is carried out to distinguish legal,illegal and hard-to-define stock repurchase.The second chapter starts with the reflection of the legislative model of stock repurchase in China,introduces the overseas regulatory experience to seek the regulatory path in the comparative law,and at the same time analyzes the regulatory defects of stock repurchase by listed companies in China that may involve market manipulation,such as the one-sided and single applicable standards of "company value" and "stockholder’s equity".The defect of stock repurchase resolution procedure and the lack of financial restriction;Although there is a safe harbor rule prototype is not clear to perfect;stock repurchase involves the lack of market manipulation responsibility,improper legal hierarchy,weak linkage and other regulatory defects.The third chapter puts forward some suggestions on the improvement of market manipulation regulation in stock repurchase of listed companies in China on the basis of the aforementioned regulatory defects and overseas reference.Through the research of this paper,it is expected to be beneficial to the identification and supervision of stock repurchase involving market manipulation of listed companies in China,and to improve the overall system of stock repurchase of listed companies.