Academic Journal of Business & Management, 2020, 2(1); doi: 10.25236/AJBM.2020.020107.
Gu Zongwen
College of Humanities and Social Science, Nanjing University of Aeronautics and Astronautics, Nanjing, China.
Email: [email protected]
As the operating mode of the company's capital market, share repurchase plays an important role in optimizing the company structure and promoting the scale benefit. In 2018, the company law amended Article 142 of the share repurchase system, mainly focusing on the situation of increasing the share repurchase of listed companies, perfecting the decision-making procedure of share repurchase, establishing the stock system and so on. However, under the current company law, there are still some defects, such as the lack of creditor protection mechanism, the lack of detailed legal responsibility for illegal share repurchases, and the unclear boundary between illegal share repurchases and market manipulation. Therefore, based on the legal basis of share repurchase of listed companies, and drawing on the institutional norms of overseas share repurchase of listed companies, put forward to establish the "safe harbor" system, strengthen the supervision of stock, clear information disclosure requirements and introduce directors' debt-paying ability statement and other perfect measures, in the hope that the share repurchase system can truly become listed companies to improve the quality of development, promote the building of corporate governance system and corporate governance capacity of the modernization of the firm.
Listed Company; Share Repurchase; Company law; Perfection Path
Gu Zongwen. Review on the System of Share Repurchase of Listed Companies under the Background of the New Company Law Amendment. Academic Journal of Business & Management (2020) Vol. 2, Issue 1: 53-67. https://doi.org/10.25236/AJBM.2020.020107.
[1] Feng Hui. The Legal Regulations of Repurchase "Necessary to Protect the Value of the Company and Shareholders' Rights and Interests" [J]. Oriental Law, 2019 (06): 114-122.
[2] Wen-Yuan Lin, I-Chun Tsai. Trader differences in Shanghai’s A-share and B-share markets: Effects on interaction with the Shanghai housing market [J]. Journal of Asian Economics, 2019, 64.
[3] Ye Lin. Analysis on the Rules of Stock Repurchase by Corporations [J]. Application of Law, 2019 (01): 56-63.
[4] Insider Signaling and Insider Trading with Repurchase Tender Offers. Fried J.M. The University of Chicago Law Review. 2000
[5] Zhu Qing.The form of stock repurchase to manipulate the "gray zone" of the market and its legal regulation [J] .Law Science, 2011 (09): 81-92.
[6] Angeliki Drousia, Athanasios Episcopos, George N. Leledakis. Market reaction to actual daily share repurchases in Greece [J]. Quarterly Review of Economics and Finance, 2019, 74.
[7] Google’s Favouring of Own Services: Comments from an Economic Perspective [J]. Lars Wiethaus. Journal of European Competition Law & Practice. 2015 (7)
[8] Mcnally W J, Smith B F, Barnes T. The Price Impacts of Open Market Repurchase Trades [J]. Journal of Business Finance & Accounting. 2006, 33: 735-752.
[9] Share Repurchases, Equity Issuances, and the Optimal Design of Executive Pay. Fried J.M. Texas Law Review. 2011
[10] Li Xiaochun. On the Restrictions on the Financial Resources of Companies Buying Back Their Shares——A Comparative Law Study and the Choice of Legislative Models in China [J]. Research in Business and Finance, 2015, 32 (04): 177-185.
[11] N. Wesson, E.v.d.M. Smit, M. Kidd et al.. Determinants of the choice between share repurchases and dividend payments [J]. Research in International Business and Finance, 2018, 45.
[12] Li Zhentao.The Evolution and Design of the Guardian-type Share Repurchase System——Based on the Perspective of Response to Abnormal Fluctuations in the Securities Market [J] .Politics and Law Forum, 2016,34 (04): 75-82.