最高法征求意见！上市公司财务造假，高管要退回高薪酬

Core Viewpoint - The Supreme People's Court has released a draft interpretation regarding the application of the Company Law, which includes 90 articles, with 10 specifically addressing listed companies, aiming to enhance corporate governance and protect investor interests [1][2]. Group 1: Regulations on Executive Compensation - Article 85 introduces the concept of "returning illegal compensation," allowing companies to request the return of excessive compensation or stock options from executives if financial reports are found to be misleading [1]. - This new provision aims to correct improper compensation distribution and uphold the interests of the company and its investors, addressing the lack of clear return rules previously [1]. Group 2: Invalidity of Market Value Guarantee and Financing Clauses - Article 82 states that market value adjustment clauses in agreements between investors and companies are invalid if they transfer market risks to the company or its controlling shareholders [2][3]. - Article 83 declares that any guaranteed return clauses in private placements that violate regulations are also invalid, protecting the interests of the company and minority shareholders [2][3]. Group 3: Regulation of Anti-Takeover Measures - Article 79 outlines the regulation of anti-takeover measures, stating that any amendments to company bylaws that unfairly restrict shareholder rights or support specific individuals for management positions are invalid [4][5]. - This provision aims to prevent controlling shareholders from abusing their power and harming the interests of minority shareholders, reinforcing the legal boundaries for anti-takeover strategies [5]. Group 4: Context and Implications - The draft interpretation is designed to unify judicial standards and address gaps in the previous Company Law regarding significant asset transactions and market value management, which have historically harmed minority investors [5]. - The new regulations reflect a legislative trend towards protecting minority investors and ensuring compliance with securities laws [5].