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解码双“首案”:违诺不增持或减持股票,该怎么赔|格物致知
Jing Ji Guan Cha Wang·2025-09-05 17:31

Core Viewpoint - The recent landmark cases in China highlight the legal consequences for company insiders who fail to fulfill their commitments to increase or not reduce their shareholdings, signaling a trend towards stricter accountability in the securities market [2][3][15]. Group 1: Case of Non-Compliance with Shareholding Increase Commitment - Shanghai Jinlitai Chemical Co., Ltd. announced that its president and a subsidiary's general manager planned to increase their shareholdings by at least 300 million yuan within six months, but failed to do so, leading to a lawsuit for damages exceeding 9 million yuan [3][4]. - The court ruled that the failure to fulfill the public commitment constituted a false statement, as the executives did not demonstrate genuine intent to increase their holdings, which misled investors [5][6]. - The court's decision is expected to set a precedent for similar cases, indicating a potential increase in lawsuits related to non-compliance with shareholding commitments [6][15]. Group 2: Implications of Non-Compliance with Non-Reduction Commitment - The legal framework established by the new Securities Law suggests that any public commitment made by company insiders could lead to liability for damages if not fulfilled, including commitments not to reduce shareholdings [7][8]. - A notable case involved a shareholder who violated a commitment to limit share reductions, resulting in a court ruling that required the shareholder to return the profits from the premature sale of shares [9][10]. - The court recognized that commitments made by shareholders are legally binding and that violations can lead to significant financial repercussions, emphasizing the importance of adhering to such commitments [9][10]. Group 3: Legal Considerations and Future Trends - The expansion of liability for false statements in securities law raises questions about the balance of interests and the need for reasonable limitations on such liabilities, particularly for minor violations [15][16]. - The court's approach to these new types of securities violations suggests a careful consideration of the actual impact of non-compliance on market dynamics, rather than a blanket application of liability [15][17]. - The evolving legal landscape indicates that future cases may increasingly address the nuances of commitment violations, potentially leading to more complex legal interpretations and outcomes [15][16].