中国新《证券法》下投资者保护之反思与重构

Abstract

China’s new Securities Law stipulates “Investor Protection” as the title of the sixth chapter, but the systematic position of the rules is unclear and the logic of the content is chaotic, which may even reduce the value of the investor protection in the Securities Law. Investor protection is the fundamental goal of securities laws. It should play a dominant role in the development of specific systems and rule design of it, rather than being covered by a single chapter. From the basic principles of the securities law, full disclosure is the means to realize investor protection. Full disclosure has two institutional aspects: the mandatory disclosure system and the private securities litigation system, which together constitute the cornerstone system of the securities law. The reconstruction of investor protection under China’s new Securities Law needs to explore the different institutional implications of the newly added “Plain Chinese rule”, “Equal-time rule”, and “Voluntary rule” in the mandatory disclosure system for ordinary investors and sophisticated investors; at the same time, it is necessary to remove the judicial obstacles in private securities litigation, provide incentives for the development of private litigation, and promote the interaction between the dual system in investor protection.