Research On Market Manipulation Regulation Under The Background Of Market Value Management

"Several Opinions of the State Council on Further Promoting the Sound Development of the Capital Market" promulgated by the State Council of China in 2014 encourages listed companies to establish the market value management system,aiming to enhance the quality of listed companies.Market value management is a long-term plan to enhance the market value of listed companies,which promotes the improvement of corporate governance and the sound development of the capital market.There are various means for market value management,mainly including share repurchase,share increase,equity incentives,mergers and acquisitions,and so on.However,in the practice of market value management,there are alienation phenomena.Some listed companies,actual controllers and external institutions collude with each other in the name of market value management to abuse shareholding,capital and information and other advantages to manipulate market,and the above phenomenon is known as "pseudo market value management".Since 2014,the CSRC has been focusing on the supervision of pseudo market value management,and severely cracking down on such management.Starting from the administrative penalty decisions on the cases of pseudo-market value management published by the CSRC,and sorting out and studying such cases,the manipulation samples in the supervision practice are summarized,which provide clues for the determination of the nature of such cases.After analysis and summary,the means of manipulation in pseudo market value management are diversified,such as the collusion between internal and external parties,and the manipulation is covert and complicated.In addition,the main problems in the current regulation of pseudo-market value management include: unclear boundary of the legality of market value management,the imperfect administrative and criminal accountability system,and lack of civil compensation for market manipulation.Although the management of pseudo market value is a new change of market manipulation,its nature is still market manipulation.The forms of manipulation include transactional manipulation,single information manipulation,and compound information manipulation.Market manipulation has the characteristics of various,complex and changeable manipulation means,and difficult law enforcement and identification,etc.;the more mature anti-market manipulation rules outside the territory can become an important focus for improving our regulatory system on market manipulation.By sorting out the status quo of market manipulation regulation and summing up the regulatory experience in the three countries(the US,the UK and Japan),we provide ideas and revelations for our country’s regulation of market manipulation.Based on the theories of investor protection,information asymmetry and moderate intervention,and in light of China’s law enforcement practice and extraterritorial regulatory experience,the following recommendations are put forward on the problems in the regulation of pseudo-market value management.First of all,it should be clarified that compliant market value management falls into the scope of exemption for market manipulation,and the Guidelines on Market Value Management should be issued to guide market players,especially listed companies,to form a correct understanding of market value management so as to conduct compliant and lawful market value management.The boundary of the legality of market value management can be determined from the perspectives of "proper purpose","qualified subjects","full disclosure" and "real name accounts".Secondly,we should severely combat the management of pseudo market value from the perspective of public law,and build a sound administrative and criminal accountability system by reasonably allocating the administrative liability of law violators and strengthening execution connection.Finally,to better protect the interests of investors,based on the analysis and study of the first market manipulation civil compensation case won by investors,we put forward suggestions to improve the market manipulation civil compensation liability system,specifically including: We should apply the burden of proof inversion on the burden of proof,clarify the scope of losses of compensation and calculate the losses according to the specific situation.