投资者保护公益组织与股东诉讼在中国的实践——基于中证投服证券支持诉讼的多案例研究

以2016~2017年间中证中小投资者服务中心(以下简称"中证投服")提起的4例证券支持诉讼为研究对象,本文深入分析了该组织在证券支持诉讼中的作用实现机理及其在中小投资者利益保护方面所产生的直接经济后果和溢出效应。本文发现:中证投服提起的证券支持诉讼在很大程度上改善了虚假陈述案件的赔偿机制,主要体现为赔付主体更加合理化,赔偿金额的计算更加科学,赔付比例有明显提升,赔偿款项的执行力度得以加强;在作用实现机理方面,中证投服作为投资者保护公益组织向中小股东提供了公益服务,同时又具备政府弹性监管的色彩,与我国现行的司法制度形成互补;更为重要的是,中证投服参与证券支持诉讼产生了显著的溢出效应,在唤醒中小股东维权意识的同时,明显提升了民间律师团体的活跃程度,进而从整体上极大地带动了民间股东诉讼的兴起。

Nonprofit Organization for Investor Protection and Shareholder Litigation in China: A Multi-Case Study of Securities Litigation Supported by China Securities Investor Services Center

Information disclosure is the foundation of maintaining market fairness as well as enhancing investorprotection. There have been cases of information fraud since the begin of Chinese capital market. However, evidenceshows that the legal systems have played limited role in fraud punishment and shareholder protection so far. The leg-islative protection of minority shareholders remained a relatively low level in China. The procedural hurdles in bring-ing securities action and the aversion to judicial adjudication in culture preference lead to low litigations rate in Chi-na, which explains the restrictive role of judiciary within Chinese market order and investor protection in long run.The establishment of China Securities Investor Services Center(ISC) relieve the dilemma to some extent. The ISC isa nonprofit organization established and controlled by China Securities Regulatory Commission(CSRC). The activi-ties of ISC include participating in corporate governance issues as shareholders, taking investor complaints and actingas agents in shareholder suits. The ISC is committed to proceed shareholders litigations which has incentivized theprivate enforcement of corporate governance by providing the best balancing power for investors against the listedcompanies and arousing their awareness of right-protection. In a nutshell, the study of ISC from the perspective ofshareholder litigations will make a new phase of securities action in China.The results of our study show that minority investors historically suffered from procedural inefficiency and poorcompensation mechanism. The participation of ISC has greatly improved judicial efficiency within the four cases it in-volved, and investors have been provided with more generous monetary compensation. We argue that it is the link topolitical power that strengthens the abilities of ISC, enabling the organization to take a tougher stance towards thefraudulent companies. The underlying political intervention, together with the judicial power, would have a greater de-terrence effects on corporate misconduct. The model promotion of ISC litigations and its invention of compensationcalculation software has also improved the professionalism of court system in dealing with security frauds. At thesame time, ISC is committed to strengthen investors’ power in lawsuits by providing legal consultation and promotinginvestor education. The establishment of ISC also have spillover effects. Media coverage has made it known to thepublic and individual investors who will be encouraged to seek compensation through formal settlement of lawsuits.In addition, the interaction with professional lawyers has boost the amount of shareholder litigations. Nowadays, moreand more professional lawyers become involved in corporate lawsuits and actively seek representation of multipleplaintiffs to file securities fraud complaints on their behalf, which provides minority shareholders with alternativepaths to legal settlements.Our study has several contributions. Firstly, we provide new insights into the legal protection of minority inves-tors and shareholders activism in emerging markets by examining shareholder litigations raised in information frauds.Secondly, we conduct detailed analysis of litigations procedures from the determinants of compensation, which mayprovide guidance for judicial judgement associated with investor compensation in following cases. Thirdly, our find-ings concerning the mechanism of ISC and its spillover effects suggest that the state-sponsored nonprofit organizationmay serve as a more appropriate regimes for investor protection in capital market of China.