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Company's stock buyback system overview
企业股票回购制度的大概情况
The concept stock repurchase
股票回购的概念
Stock repurchase is a listed company use cash , etc., from the stock market to repurchase the Company 's issued and outstanding shares of a certain amount of behavior . After completion of the company stock repurchase repurchased shares may be canceled, as " treasury shares " hold. Stock repurchase is a listed company with shareholders an act, is to adjust the company's capital structure and the adjustment of market liquidity on the stock as a way to shareholders , the company will have some impact .
股票回购是指上市企业利用现金等形式，从股票市场上购回本企业发行在外的一定一定的数目的股票的行径。企业在股票回购完成后可以将所回购的股票注销，用作“库藏股”保存。股票回购是上市企业与股东之间的一种行径，是调试企业资本结构以及调试市场上股票流通量的一种形式，对股东、企业都会萌生一定的影响。
Stock repurchase necessity Legislation
股票回购立法令规则制的不可缺少性
From among the company 's stock repurchase legislative historical trajectory , the majority of national legislation in general has gone from law does to the exceptions permitted by the jurisprudence of legal norms but also the generality of the provisions or simply to detailed provisions. In Australia, the share buyback is a new development of things , so the relevant aspects of the system is still not perfect legislation for the legislative situation in Australia stock repurchase the problems , Australia needs to increase efforts on the stock buyback legislation to be improved.
从各国企业股票回购立法的历史轨迹来看，大部分数国度的立法存在广泛经历了从法无见于文字规定到例外准许，法律规范也由判例或简单的赅括性规定到周密的规定。在澳洲，股票回购是一新的进展事情，因为这个有关方面的立法令规则制还不够完备，针对澳洲股票回购的立法目前的状况所存在的问题，澳洲需求加大力量对股票回购的立法加以完备。
In Australia, the stock repurchase is split share structure reform in the context of the proportion of state-owned shares in order to solve internal control over Japan and other equity irrational structure in the 1990s and introduced . May 2005 the Commission relating to the public for stock repurchase way an attempt to solve the tradable predicaments . June 16, 2005 , the Commission issued a " buy back the public shares of listed companies management approach ( Trial ) ", to the listed company 's stock repurchase provides the appropriate code of conduct. "Company Law" have also been revised for the smooth progress of share buy-back provides a good legal environment.
Stock repurchases as an adjustment to equity capital structure and capital structure works, the Australian listed company has a special significance . Perfect Legislation stock repurchase , to be able to stock market listed company in Australia and the problems peculiar to provide legal protection. Meanwhile, the listed companies in the stock buyback process there are a variety of problems, such as listed companies stock repurchase makes the company's registered capital reduction , share between the Company and the controlling shareholder will have related party transactions, the interests of minority shareholders will be damage. These problems , making the perfect stock repurchase Legislation become necessary , in order to solve the problems that exist in reality .
Australian company stock repurchase existing legislative developments and Analysis
Stock repurchase Development in Australia
Process of economic development in Australia , the planned economy dominated enterprise in the form of state-owned enterprises is almost , there is less of the main forms of joint-stock companies , and therefore there will be no share buyback this phenomenon. However, with the implementation of the system reform and opening up in Australia , Australia's economic development level and economic development has been upgraded . In order to conform to the trend of economic development , the Australian companies were joint-stock reform , and this was accompanied by stock market scale has been expanded. Run for the securities market in the process of emergence of new things , Australian law also made the relevant provisions, in particular for the stock repurchase issue.
Repurchase shares of listed companies in Australia first began in 1992 , that is the great Yuyuan Yuyuan by agreement of all the stock repurchase small events, 1994 Lujiazui repurchase agreements after the issuance of state-owned shares B shares , 1996 Xiamen International Trade repurchase capital reduction , 1999 Yuntianhua part of state-owned shares with Shennenggufen successful buyback - which in that year to become a highlight of the securities market . After the "Company Law" limited , long-term bear market , the lack of cash , stock repurchases began to decline. 2005 , listed companies in the equity division reform , driven by the words " listed company to buy back shares in the public management approach ( Trial ) " The introduction and the " Company Law" appropriate modifications in the content , making the stock buyback has been developed , Handan Iron and Steel shares into tradable shares buyback first , followed by the addition of a lot of stock repurchase cases , this capital operation in Australia more favorable policy environment has been developed.
Legislation on the Australian stock repurchase defects View
From the above-mentioned laws and regulations can be seen, Australia on existing stock repurchase provisions are only general provisions of principle , more general, broad , operability is not strong. Supporting legislation , implementing rules or specific operational methods are not introduced, the face of the current stock repurchase cases have emerged , building regulations somewhat lagging behind. For the stock repurchase limit the scope to be too restrictive , contrary to international legislative trends, and also limits the development of listed companies , For some of the provisions in a more vague definition , this will encourage the behavior to circumvent the law to make provision useless. If you do not regulate the system of the regime , the regime itself drawbacks will gradually appear, but may improve the corporate governance structure to become Australia 's obstacles. Therefore , to meet the practical needs of the Australian capital market , stock repurchase remove legal obstacles for the company's rapid development and the protection of legitimate rights and interests of minority shareholders smooth realization of this goal , Australia must quickly establish a sound legal system of share buybacks .
Perfect Australian company stock repurchase certain legislative proposal
Improve the information disclosure system
The basic characteristics of the modern enterprise ownership and management separation , the investor 's ownership , and operators have the right to operate , so the operator to obtain information on the operation has certain advantages , if the operators in order to pursue their own interests, it is possible to distort disclosure or non-disclosure of relevant information, if corporate governance is imperfect , it may appear in the stock buyback insider trading and therefore improve the information disclosure system is an important part.
Stakeholders to strengthen the protection of
As the capital market information asymmetry , making mastery of minority shareholders at a disadvantage to information , the right to vote at shareholders' meetings and in a minority , large shareholders and minority shareholders exists between the asymmetry of information and interest , minority shareholders can only passively accept stock repurchase program . Therefore, from the following three aspects should be to ensure that the interests of minority shareholders are not infringed : First, improving the share repurchase information disclosure system, various stakeholders relative fair access to information resources ; Second, the interests of dissenting shareholders the right to request compensation measures ; three is the voting stock repurchase program redesign , both in the " one share, one authority" under the principle of legal through several , but also the consent of a majority of minority shareholders , at least two-thirds , and the related shareholders of listed companies shall comply with avoidance system , by the non-associated shareholders of the stock repurchase matters independent vote. In addition , a listed company buy back shares when the best way of using the offer , because it more prominent equality, not favoritism in the big shareholder or controlling shareholder. The repurchase price should be based on the flow of the stock market price of listed companies and performance status to be determined by determining a reasonable price to protect the interests of small shareholders .
As regards the protection of the interests of creditors , the company should be required before conducting repo creditor must first seek the views of the company can be used to provide security for the creditors raise interest rates or the way to get the consent of the creditor or creditors to full participation in the buy-back program development its one -vote veto .
Specifically applicable conditions
First, from the implementation of equity repurchase the external environment, must be a company's share price is relatively low when you can repurchase , if capital markets are more active in the company's stock position is reasonable or even overvalued, listed companies will lose the repurchase of its own shares enthusiasm. Secondly , a listed company must have sufficient cash or cash flow , with significant idle cash or cash flow , making the company to repurchase the company's own shares does not affect the normal operations. In order to protect the interests of minority shareholders , but also can clear the following conditions: ( a ) minority shareholders who oppose stock buyback , you can notify the company in writing against such matters ; ( 2 ) that the requesting shareholders may mean buying their stock ; ( 3 ) Shareholders general Assembly resolutions voted against the motion . At the same time , for different purposes of repurchase repurchase behavior, its provisions should be different conditions. In practice, it should develop the implementation details from the company's financial statements to observe whether the company has stock repurchase conditions .
Improve the Companies Act regarding the relevant provisions of stock repurchase
In addition to the several aspects of the improvement measures, the Australian Company Law also available from stock repurchase way , prices, sources of funds and for objects to be perfect , as follows:
Stock repurchase : the " Prospectus Directive listed companies ' share buyback approach should include further specific, such as repurchase agreements methods on non-tradable shares buyback is very suitable.
Stock repurchase price : As Australia's state-owned shares and tradable shares exist , and the two-tiered system , so the two repurchase price determination should be distinguished . For state-owned shares , share repurchase price per share should be the basis of the intrinsic value of state-owned shares of state-owned shares is equal to the intrinsic value of the net asset value per share plus a premium ; For outstanding shares , the repurchase price is determined generally a certain multiple of earnings { P refers to a study period ( usually 12 months ) , the stock price and earnings per share ratio of the standard or the market price , a certain period , the average price or the highest price as the standard.
Stock repurchase is intended : Australia does not currently share buyback into the management of the subsidiaries , so Australia "Company Law" should be required when the subsidiary by the parent company 's shares , it should apply equally share buyback restrictions.
Epilogue
Stock buyback system produced in mature capital markets for the company to adjust the capital structure and improve operations by providing a new direction , with the Australian Securities and thriving financial market development , stock repurchase increasingly sought after by Australian companies its right to prevent insider trading companies to prevent hostile takeovers and to protect the interests of minority shareholders has a positive effect . Based on this considerations, then the current law throughout Australia stock repurchase the relevant provisions can be found in the legal protection for the stock repurchase is not very robust , it is difficult to play the system, its potential. So for this system should also be more specific to be perfect - refine the method of determining the price , perfect repurchase program , to strengthen information disclosure, thereby eliminating some of the inequities occur , for repurchase of shares should be " treasury shares " form or in another form, which needs further study , at least in improving the traditional legal system under the premise . Although necessary to improve the existing legal system would contradict with the relevant principles , such as the capital of three principles , rules prohibiting withdrawal of funds , but a complete system should be up from the overall considerations , should be able to meet the development of the socialist market economy in Australia with the continuous development of economic infrastructure to improve laws and the superstructure , the Australian stock market can be more healthy and steady development .
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