中国法学会证券法学研究会召开研讨会 警示上市公司股价对赌风险

Core Viewpoint - The recent emergence of stock price-linked investment agreements among major shareholders in China's capital market poses significant risks, including market manipulation and insider trading, necessitating regulatory clarification and stronger enforcement measures [1][2][3][4][5] Group 1: Regulatory Concerns - Stock price-linked agreements are seen as a means to circumvent regulations, leading to potential financial risks and market instability [1][2] - Current regulations, such as those established by the China Securities Regulatory Commission (CSRC) in 2019, are insufficient as they only apply to pre-IPO agreements, leaving a gap for post-IPO agreements [1][4] - Experts emphasize the need for a unified judicial approach to address the legality and enforcement of these agreements, ensuring they do not undermine market integrity [2][5] Group 2: Economic and Legal Perspectives - The effectiveness of stock price-linked agreements is heavily influenced by uncontrollable factors, making them akin to gambling contracts rather than legitimate business agreements [2][3] - The agreements are criticized for their negative externalities, including the potential for stock price manipulation and violation of shareholder equality principles [2][3] - Legal scholars suggest that these agreements should be classified as a new investment form, requiring tailored regulations to address their unique characteristics [3][4] Group 3: Recommendations for Improvement - There is a consensus among experts that regulatory frameworks must evolve to accommodate financial innovations while ensuring market fairness [4][5] - Recommendations include enhancing information disclosure requirements and establishing clearer rules for the treatment of these agreements in both legal and accounting contexts [3][4] - A collaborative approach involving legislative, judicial, and enforcement bodies is essential to effectively regulate stock price-linked agreements and maintain market order [4][5]