Corporate Disclosure and Corporate Governance in China

Name: Corporate Disclosure and Corporate Governance in China
Brand: Kluwer Law International
Price: 196.99 EUR
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Jane Fu(Autor*in)

Kluwer Law International (Verlag)

Erschienen am 28. Mai 2010

368 Seiten

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Cover
Half Title Page
Title Page
Copyright Page
Table of Contents
About the Author
Foreword
Preface
Chapter 1 Corporate Disclosure, Corporate Governance, and Law Reform in the People's Republic of China
1.1. WHY HAS THE STUDY OF CORPORATE GOVERNANCE IN THE PEOPLE'S REPUBLIC OF CHINA BECOME IMPORTANT?
1.2. AN OVERVIEW OF CORPORATE DISCLOSURE AND CORPORATE GOVERNANCE IN CHINA
1.2.1. THE CONCEPT OF CORPORATE GOVERNANCE USED IN CHINA
1.2.2. IS CORPORATE GOVERNANCE IN CHINA IMPROVED BY THE ADOPTION OF A TOP-DOWN OR BOTTOM-UP APPROACH?
1.2.3. STAGES OF CORPORATE GOVERNANCE DEVELOPMENT IN THE PRC
1.2.4. MAJOR CORPORATE GOVERNANCE ISSUES IN CHINA
1.3. ESTABLISHING THE CORPORATE DISCLOSURE REGIME AS A TOOL FOR IMPROVING CORPORATE GOVERNANCE IN CHINA
1.4. TRANSPLANTING FOREIGN CORPORATE DISCLOSURE LAWS INTO CHINA
1.5. IMPROVING THE APPROACH OF TRANSPLANTING FOREIGN LAWS USING THE AUSTRALIAN TRANSPLANTATION EXPERIENCE
Chapter 2 Introduction
2.1. BACKGROUND OF THE FORMATION OF THE CORPORATE DISCLOSURE REGIME IN THE PRC
2.2. THE SIGNIFICANCE OF THIS BOOK
2.3. THREE HYPOTHESES EXPLORED IN THIS BOOK
2.4. THE OUTLINE OF THIS BOOK
2.5. METHODOLOGY
2.6. THE CUT-OFF DATE
Chapter 3 An Introduction to the Chinese Legal System: Setting the Context for Securities Law Reform
3.1. INTRODUCTION
3.2. LEGAL HISTORY OF THE PRC
3.2.1. THE IMPORTANCE OF REVIEWING CHINESE LEGAL HISTORY
3.2.2. A BRIEF REVIEW OF CHINESE LEGAL HISTORY
3.3. SOURCES OF LAW IN THE PRC AND THEIR IMPORTANCE
3.3.1. INTRODUCTION
3.3.2. FORMS OF LEGAL SOURCES IN THE PRC
3.4. LAWMAKING BODIES IN THE PRC
3.5. LAWMAKING PROCESSES IN THE PRC
3.5.1. LAWMAKING PROCESS OF THE NPC
3.5.2. LAWMAKING PROCESS OF THE STANDING COMMITTEE OF THE NPC
3.5.3. PROCESS FOR MAKING ADMINISTRATIVE REGULATIONS BY THE STATE COUNCIL
3.5.4. THE MAKING OF LOCAL REGULATIONS BY LOCAL PEOPLE'S CONGRESSES
3.5.5. THE MAKING OF DEPARTMENTAL ADMINISTRATIVE RULES BY THE MINISTRIES AND COMMISSIONS OF THE STATE COUNCIL AND THE MAKING OF LOCAL ADMINISTRATIVE RULES BY THE PROVINCIAL GOVERNMENTS
3.6. ENFORCEMENT OF LAW IN THE PRC
3.6.1. THE ENACTMENT OF THE COMPANY LAW OF 1993 AND THE SECURITIES LAW OF 1998 AND THEIR AMENDMENTS IN 2005, AS WELL AS RELEVANT ADMINISTRATIVE REGULATIONS AND ADMINISTRATIVE RULES
3.6.2. HOW DID THE PRC START REGULATING THE SECURITIES MARKET?
3.6.3. HOW WERE THE FIRST COMPANY LAW AND SECURITIES LAW ENACTED?
3.7. CONCLUSION
Chapter 4 Gatekeepers in the Chinese Securities Market
4.1. INTRODUCTION
4.1.1. RE-EMERGENCE OF SECURITIES ISSUE AND REGULATION
4.1.2. CORPORATE DISCLOSURE RULES
4.2. THE REGULATOR OF THE CHINESE SECURITIES MARKET: THE CSRC
4.2.1. REGULATION BY OTHER BODIES OF THE CENTRAL GOVERNMENT BEFORE 1998
4.2.2. TRYING TO CENTRALIZE SECURITIES REGULATION
4.2.3. THE FUNCTIONS OF THE SCSC AND THE CSRC
4.2.4. THE CSRC'S RULES ON DISCLOSURE
4.2.5. OVERVIEW OF THE FUNCTIONS OF THE CSRC
4.3. THE REGULATORS OF THE CHINESE SECURITIES MARKET: OTHER DEPARTMENTS UNDER THE STATE COUNCIL
4.3.1. REGULATION BY THE PBOC
4.3.2. OTHER DEPARTMENTS OF THE STATE COUNCIL
4.4. THE REGULATORS: LOCAL GOVERNMENTS
4.4.1. REGULATION BY LOCAL GOVERNMENTS BEFORE THE CSRC WAS ESTABLISHED
4.4.2. THE ROLE OF LOCAL GOVERNMENTS AFTER 1998
4.5. OTHER REGULATORY BODIES: THE STOCK EXCHANGES
4.5.1. WHY THE SHANGHAI AND SHENZHEN STOCK EXCHANGES WERE ESTABLISHED
4.5.2. THE SHANGHAI STOCK EXCHANGE (SSE)
4.5.3. THE SHENZHEN STOCK EXCHANGE (SZSE)
4.5.4. OVERVIEW OF THE ROLE OF STOCK EXCHANGES IN THE PRC
4.6. SELF-REGULATORY ORGANIZATIONS
4.6.1. SECURITIES INDUSTRY ASSOCIATION
4.6.2. OTHER SROS
4.7. CONCLUSION
Chapter 5 Regulatory Rules Dealing with Disclosure in the PRC's Securities Market
5.1. INTRODUCTION
5.1.1. WHAT IS THE CONCEPT OF SECURITIES USED IN THIS BOOK?
5.1.2. COMPANIES' DUTY OF DISCLOSURE VERSUS DIRECTORS' DUTY OF DISCLOSURE
5.1.3. WHERE ARE THE DISCLOSURE RULES?
5.1.3.1. The Structure of Disclosure Rules
5.1.3.2. The Disclosure Rules under the National Laws
5.1.3.2.1. The Company Law of 2005
5.1.3.2.2. The Securities Law of 2005
5.1.3.2.3. The Criminal Law of 1979
5.1.3.3. Disclosure Provisions under Administrative Regulations
5.1.3.3.1. The State Council's Interim Regulations on Administration of Share Issuing and Trading of 1993 (The 1993 Interim Regulations)
5.1.3.3.2. The Regulations on the Issue of Foreign Shares by Listed Companies inside China of 1995
5.1.3.3.3. The Special Provisions on Share Issuing and Listing outside China by Listed Companies of 1994
5.1.3.4. Disclosure Rules under Departmental Administrative Rules
5.1.3.4.1. Disclosure Rules in the Accounting Standards Set by the Ministry of Finance
5.1.3.4.2. Disclosure under the Administrative Rules and Other Regulatory Rules of the CSRC
5.1.3.5. Disclosure Provisions Concerning Disclosure in the Listing Rules and Business Rules of the Stock Exchanges
5.1.4. BRIEF COMMENTS ON THE DISCLOSURE REGIME
5.2. MAJOR RULES DEALING WITH DISCLOSURE IN FUNDRAISING
5.2.1. DISCLOSURE IN INITIAL PUBLIC OFFERINGS (IPOS)
5.2.1.1. Sources of Rules on IPOs
5.2.1.2. IPOs and Offerings of Other Shares
5.2.1.3. The Verification System Versus the Examination and Approval System in Public Offers of Company Shares
5.2.1.4. Procedures for IPOs
5.2.1.5. Application Documents for IPOs
5.2.1.6. Prospectus
5.2.1.7. Procedures for B-Share Issuing
5.2.1.8. Overview of Disclosure Rules Regarding IPOs
5.3. CONTINUOUS DISCLOSURE
5.4. SPECIAL DISCLOSURE RULES OF THE CSRC
5.5. MAJOR ISSUES ON DISCLOSURE
5.5.1. THE THEORIES OF GOVERNMENT REGULATION OF THE SECURITIES MARKET
5.5.2. WHY SHOULD THE PRC ADOPT COMPULSORY DISCLOSURE?
5.5.3. CRITERIA FOR DISCLOSURE
5.5.4. WHAT SHOULD BE DISCLOSED?
5.5.4.1. The Annual Report
5.5.4.2. The Half-Yearly Report
5.5.4.3. The Quarterly Report
5.5.4.4. The Interim Report
5.5.4.5. Related Party Transactions
5.6. THE FORMATION OF DISCLOSURE RULES AND THEIR FUNCTIONS
5.7. OVERVIEW OF THE CORPORATE DISCLOSURE REGIME IN THE PRC
5.7.1. THE ENFORCEMENT OF LAWS AND REGULATIONS
5.7.2. THE DEFECTS IN THE NATIONAL LAWS
5.7.3. HOW SHOULD FOREIGN EXPERIENCES BE ADOPTED?
5.8. CONCLUSION: WHAT CAN THE PRC LEARN FROM THE US MODEL IN TERMS OF DISCLOSURE?
Chapter 6 The State of the Securities Market and Disclosure in the PRC
6.1. THE DEVELOPMENT OF THE SECURITIES MARKET
6.1.1. RE-EMERGENCE OF THE SECURITIES MARKET IN THE PRC
6.1.2. THE HISTORY OF SECURITIES MARKETS IN CHINA BEFORE 1949
6.1.3. THE SECURITIES MARKET AFTER THE FOUNDING OF THE PRC
6.1.4. THE SECURITIES MARKET SINCE THE 1980S
6.2. LISTED SECURITIES
6.2.1. A-SHARES AND B-SHARES IN THE DOMESTIC MARKETS
6.2.2. FOUR TYPES OF SHARES IN SHAREHOLDING COMPANIES CONVERTED FROM SOES
6.2.3. BONDS
6.2.4. FUNDS
6.3. OPENING OF THE PRC SECURITIES MARKET AFTER ITS WTO ACCESSION
6.3.1. MEANS FOR SHARE ISSUING
6.3.2. FORMATION AND ABOLITION OF THE QUOTA SYSTEM FOR SHARE ISSUING
6.3.3. FROM AN EXAMINATION AND APPROVAL SYSTEM TO A VERIFICATION SYSTEM
6.3.4. THE MAIN BOARD AND THE HIGH-TECH BOARD
6.4. INVESTORS IN THE SECURITIES MARKET
6.5. SECURITIES COMPANIES
6.6. CLASSIC CASES INVOLVING DISCLOSURE ON THE PRC SECURITIES MARKET
6.6.1. THE BAOYAN INCIDENT
6.6.2. THE CASE OF BEIHAI ZHENGDA COMPANY'S TAKEOVER OF THE SHARES OF SUSANSHAN COMPANY
6.6.3. THE QIONGMINYUAN CASE OF A FALSE FINANCIAL REPORT
6.6.4. THE CHENGDU HONGGUANG CASE OF PROFITS FORGERY AND FRAUDULENT LISTING
6.6.5. THE YINGUANGXIA FRAUD CASE
6.6.6. HAINAN KAILI COMPANY V. THE CSRC
6.6.7. REASONS FOR THE FREQUENT OCCURRING OF FALSE DISCLOSURE CASES
6.7. EXCHANGE AND COOPERATION WITH SECURITIES REGULATORY BODIES IN OTHER COUNTRIES
6.7.1. THE INTERNATIONAL ORGANIZATION OF SECURITIES COMMISSIONS
6.7.2. THE INTERNATIONAL ACCOUNTING STANDARDS COMMITTEE
6.7.3. RAISING CAPITAL FROM ABROAD
6.8. CONCLUSION
6.9. INFORMATION AVAILABILITY, MECHANISM FOR ENFORCING SECURITIES REGULATIONS, AND REMEDIES FOR INVESTORS WHO HAVE SUFFERED LOSSES
6.9.1. INFORMATION AVAILABILITY
6.9.2. INFORMATION AVAILABILITY UNDER THE LAW AND IN PRACTICE
6.9.3. BODIES INVOLVING ENFORCEMENT OF SECURITIES REGULATIONS
6.9.4. THE POWERS OF THE CSRC DEALING WITH CASES INVOLVING CONTRAVENTION OF DISCLOSURE PROVISIONS
6.9.5. THE REMEDIES AVAILABLE TO INVESTORS WHO HAVE SUFFERED LOSSES
6.9.5.1. Administrative Remedies
6.9.5.2. Criminal Remedies
6.9.5.3. Civil Remedies
6.9.6. CONCLUSION
Chapter 7 Key Elements of the Australian Corporate Disclosure Regulatory Regime
7.1. INTRODUCTION
7.2. THE BRIEF HISTORY OF AUSTRALIAN SECURITIES MARKETS
7.2.1. THE EMERGENCE AND DEVELOPMENT OF SECURITIES MARKETS IN AUSTRALIAN COLONIES BEFORE 1900
7.2.2. THE MOVEMENT TOWARDS A UNIFORM COMPANIES ACT AND A UNIFORM SECURITIES MARKET SINCE THE 1930S
7.2.3. CURRENT DEVELOPMENT OF THE SECURITIES MARKETS IN AUSTRALIA
7.2.3.1. Stock Exchange Automated Trading System (SEATS)
7.2.3.2. Clearing House Electronic Sub-register System (CHESS)
7.2.3.3. Influence of Foreign Markets
7.2.4. FINANCIAL DISCLOSURE AND COMMITTEES OF ENQUIRY IN THE PROCESS OF CORPORATE LAW REFORM
7.2.4.1. The Select Committee on Joint Stock Companies and the Joint Stock Companies Acts of 1844 and 1856
7.2.4.2. The 1895 Davey Report of the UK, the Companies Act of 1896 (Victoria), and the 1906 Loreburn Report of the UK
7.2.4.3. The Greene Report of 1925-1926 and the Companies Act of 1929 of the UK
7.2.4.4. The Cohen Report of 1945 of the UK
7.2.4.5. The Jenkins Committee Report of 1962 of the UK
7.2.4.6. The Eggleston Committee Report of 1970
7.2.4.7. The Rae Report of 1974
7.2.4.8. The 1975 Corporations and Securities Industry Bill
7.2.4.9. The 1983 Green Paper
7.2.4.10. The Griffiths Report of 1989
7.2.4.11. The CASAC Report of 1991 and the Lavarch Committee Report of 1991
7.2.4.12. The 1992 Cadbury Report of the UK
7.2.4.13. The Ramsay Report of 2001
7.2.4.14. Principles of Good Corporate Governance and Best Practice Recommendations of the ASX Corporate Governance Council of 2003 and Its Amendments
7.2.4.15. The HIH Royal Commission Report of 2003
7.2.4.16. The Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act of 2004 (The CLERP 9 Act)
7.2.5. OVERVIEW OF THE FORMATION AND DEVELOPMENT OF AUSTRALIAN SECURITIES REGULATORY REGIME
7.3. THE ESTABLISHMENT AND DEVELOPMENT OF THE DISCLOSURE REGULATORY FRAMEWORK IN AUSTRALIA
7.3.1. THE SOURCES OF CORPORATE DISCLOSURE RULES IN AUSTRALIA
7.3.2. WHAT INFORMATION SHOULD BE DISCLOSED?
7.3.2.1. Prospectus and Other Forms of Disclosure for Fundraising in the Primary Market
7.3.2.2. Periodic Disclosure in the Secondary Market
7.3.2.3. Continuous Disclosure
7.3.2.4. Specific Disclosure
7.3.2.4.1. Content of Specific Disclosure
7.3.2.4.2. Disclosure of Corporate Governance Practices
7.3.2.4.3. Disclosure of Directors' Remuneration
7.3.2.4.4. Disclosure of Short Selling
7.3.3. THE ESTABLISHMENT OF A MANDATORY DISCLOSURE REGULATORY REGIME IN AUSTRALIA
7.3.4. STANDARDS FOR DISCLOSURE
7.3.4.1. Statutory Standards for Financial Reporting
7.3.4.2. Professional Standards for Disclosure
7.3.4.3. The Disclosure Standards of ASIC
7.3.5. DUTY OF DISCLOSURE: DOES A COMPANY DIRECTOR OR THE COMPANY OWE SUCH A DUTY TO SHAREHOLDERS?
7.3.6. THE THEORETICAL DEBATES OVER MANDATORY CORPORATE DISCLOSURE
7.3.6.1. Unequal Possession of Information among Investors
7.3.6.2. Monitoring of Management
7.3.6.3. The Social Waste Hypothesis
7.3.6.4. The Public Good Hypothesis
7.3.6.5. The Public Choice Theory
7.3.6.6. The Efficient Capital Market Hypothesis
7.3.7. OVERVIEW OF THE ESTABLISHMENT OF THE AUSTRALIAN SECURITIES REGULATION FRAMEWORK
7.4. THE PARTICIPANTS OF SECURITIES REGULATION AND THEIR ROLES IN DISCLOSURE REGULATION
7.4.1. THE HISTORY OF ASIC
7.4.2. FUNCTIONS AND POWERS OF ASIC
7.4.3. FUNCTIONS OF THE ASX IN DISCLOSURE REGULATION
7.4.4. FUNCTIONS OF CORPORATIONS AND MARKETS ADVISORY COMMITTEE
7.4.5. QUALITY OF DISCLOSURE IN AUSTRALIA
7.5. THE AUSTRALIAN SECURITIES MARKET AND GLOBALIZATION
7.6. THE SECURITIES DISCLOSURE REGIME IN AUSTRALIA AND ITS ADOPTION OF FOREIGN EXPERIENCES
7.6.1. THE INFLUENCE OF ENGLISH LAW
7.6.2. THE INFLUENCE OF US LAW
7.6.3. THE CANADIAN INFLUENCE
7.7. CONCLUSION
Chapter 8 Conclusions and Suggestions
8.1. INTRODUCTION
8.2. LAW AS CULTURE
8.3. LAW AS POLITICS
8.4. LAW AND ITS ECONOMIC IMPLICATIONS
8.5. THE ESTABLISHMENT AND DEVELOPMENT OF THE PRC CORPORATE DISCLOSURE REGIME: WHAT HAS BEEN THE EFFECT?
8.6. THE CHOICE OF FOREIGN CORPORATE DISCLOSURE MODELS AND ITS IMPACT ON THE PRC'S PRACTICES
8.7. DIRECTORS' DUTIES OF DISCLOSURE
8.8. SHAREHOLDERS' REMEDIES
8.9. CONCLUSION AND SUGGESTIONS
Bibliography
Index
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