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近期我国证券市场大幅波动,伴随证券市场的大幅波动,上市公司大股东、董事、监事、高级管理人员违规减持股份的行为频繁发生。作者通过对近期发生的真实案例的研究发现,在违规减持监管处罚方面,监管机构存在监管处罚标准不够精准、裁量权较大等问题。其次,有关特定股东减持股份的规则,立法层级还比较低,有待于《公司法》《证券法》进一步完善、细化。同时,我们发现违规减持与内幕交易行为存在竞合,在内幕交易行为的构成方面,法律对于内幕交易行为构成要件的规定不足,不够清晰,不足以规制特定市场主体的证券交易行为。论文根据上述问题提出了具有针对性的建议。
Recently, the stock market in our country fluctuated sharply. Along with the sharp fluctuations in the stock market, the illegal behaviors of major shareholders, directors, supervisors and senior executives of listed companies in reducing their shareholdings occurred frequently. The author of the recent case studies found that the regulatory authorities in the regulatory violations of reduction of regulatory penalties are not accurate enough, the discretion of the larger issues. Second, the rules on the reduction of shares held by a particular shareholder are still relatively low at the legislative level, pending further refinement and refinement of the Securities Law of the Company Law. At the same time, we find that there is competition between illegal reduction and insider trading. In terms of the composition of insider trading, the law lacks of sufficient provisions for the elements of insider trading and is not clear enough to regulate the securities trading behavior of specific market participants. According to the above questions, the thesis puts forward some pertinent suggestions.