关于证券交易所公司制改革的法律研究

【作者】 赵魁；

【导师】 储育明；

【作者基本信息】 安徽大学 ， 经济法学， 2005， 硕士

【摘要】 证券交易所本质上是提供证券集中交易服务的企业化经营机构。早期的证券交易所采取的都是会员制治理结构,会员制的特点在于交易所的所有权、决策权与交易权相联系,会员们达成合意,自律自治,交易所不以盈利为目的。受当时技术条件和交易非自动化所限,会员制在竞争不充分和封闭的市场环境下是有效率的。但是随着科学技术的进步,全球经济一体化程度的加深和各国证券市场管制的放宽,交易所面临的市场环境发生了巨大的变化。面对日益加剧的市场竞争,传统的会员制组织模式却逐渐暴露出决策和组织效率低下,难以对市场的变化做出快速反应的弱点,难以应对日益激烈的市场竞争。为求生存,各国证券交易所纷纷改制为公司制证券交易所。公司制打破会员的垄断地位,以营利为导向,追求利润最大化,拥有灵活的决策机制和广泛的融资渠道,因而更加适应市场竞争。虽然人们担心公司制证券交易所的商业化目标与其担负的公共监管职能之间存在利益冲突,但是无论从动机上还是能力上看,公司制都有理由将自律监管做的更好,并且通过采取一系列合理的措施(包括完善交易所的治理结构、限制股东的持股比例、合理协调政府监管和交易所自律监管的职权和范围等),是能够有效化解公司制证券交易所商业角色和监管角色之间的利益冲突的。 我国证券交易所虽形似会员制,然而行政色彩浓厚,自身缺乏独立自主性,与国外的会员制交易所绝不相同。虽然我国独特的交易所模式对我国证券市场十余年来的飞速发展有不小的贡献,但也暴露出种种弊端。为推动我国证券市场市场化的发展,增强我国证券交易所的国际竞争力,应借鉴国外成功经验,结合我国国情,在适当时候改制为公司制证券交易所,以适应证券市场发展的需要。更多还原

【Abstract】 The stock exchange is an industrialized commercial organization offering the intensive stock-exchanging services in essence. The early stock exchanges adopted the structure of the member system, which was characterized by the relationship between the ownership and the deciding and exchanging rights; the self-regulation of members with agreement and ignoring making profits. Restricted by the technological conditions and the non- automation of trade at that time, however, the member system was still efficient under the atmosphere of the insufficient competition and the close market. With the development of science and technology, the deepening of economic globalization and the relaxation of management of security markets in different countries. There have been great changes in the market environment of the stock exchange. Confronted by the increasing aggravated market competition, the traditional member system exposed several disadvantages gradually, for example, the low efficiency of decision and organization, difficulties in making immediate reaction to the market and coping with the fierce market competition. In order to survive and develop, the stock exchanges of all the countries in the world have began to change into the demutualization ones. Demutualization with the direction of making profits breaks out the monopoly of the member, which aims to pursue maximal profits and possess the flexible decision-making framework and extensive financing channels, so demutualization greatly adapts to the market competition. Although some people are afraid that there would appear interest conflicts between the commercial goals and the public supervising functions of the corporate stock exchange, the new system would function better for self-regulation and supervision whether from the motivation or the ability. With a series of advisable measures (including accomplishing the managing structure of the exchange, limiting the percentile of the stock shareholders have, coordinating the government supervision and stock exchange’s right and scope of self-regulation, ect.), it is sure that thedemutualization can solve the roles conflict in the stock exchange.In our country the stock exchange system is similar to the member system, but its administrative color is strong and it is lack of the independence, which is totally different from the system abroad. Although the unique system of our stock exchange has made great achievements for the full-speed development of our stock market in recent ten years, it also revealed some weaknesses. In order to promote the market-based development of security market of our country and strengthen the international competitiveness, we should make the most of successful experiences in foreign countries and combine it with our own national conditions to change into demutualization then to meet the need of development of security market at proper time.更多还原