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股权分置的形成,是我国渐进式经济体制改革的产物,存在诸多弊端,必须进行改革。非流通股股东为换取其股份的流通权而向流通股股东支付对价是股权分置改革的核心法律问题,学界对此提出了各种理论依据,但均难自圆自说,文章从公司法与证券法基本原则的视角作出了解释,分析了对价的支付方式及其优劣,论证了分类表决机制创设的必要性、合理性及其完善,探讨了非流通股股东承诺的法律性质与法律效力,并就确保承诺的履行提出了若干建议。
The formation of the split share structure is the product of the gradual reform of the economic system in our country. There are many drawbacks and must be reformed. The non-tradable shareholders in exchange for their shares in circulation to shareholders of negotiable securities to pay the consideration is the core legal issues of non-tradable shares reform, the academic community put forward a variety of theoretical basis, but are difficult to be self-righteous, the article from the company law And the basic principle of securities law, analyzes the way of payment of the consideration and its advantages and disadvantages, and demonstrates the necessity, rationality and perfection of the creation of the classification voting mechanism, discusses the legal nature and law of the promised non-tradable shareholders Effectiveness and made a number of recommendations on ensuring the fulfillment of commitments.