内幕信息重大性标准探讨

随着我国资本市场的迅速发展，自20世纪90年代开始打击内幕交易以来，不同法律规范对内幕信息定义中的首要因素--重大性的规定越来越混乱,尤其体现在具体如何选择理性投资者标准和价格敏感性标准、对证券价格“可能”影响”和“实际影响”及其列举的方式与项目方面。通过比较法视野下抽象式、列举式和综合式三种立法方式的分析，结合我国现有法律框架和具体国情，建议兼采价格敏感性标准和理性投资者标准；明确主观敏感性标准；完善内幕信息列举事项，包括科学分类和改进已有的内幕信息事项，从立法上加以明确与改善。

Research on Materiality Standard of the Insider Information

Along with the rapid development of capital market in China， the standard of materiality， the primary factor in the definition of insider information， has increasingly reflects the confusion in different legal norms since the crackdown on insider trading in the 1990s， and the confusion apparently caused the difficulty of Legislation and application in practice. The problems include how to choose the Reasonable Investors Decision-making Standard（RIDS） or Price Sensitivity Standard（PSS）， how to define the price of the securities ″may″ be effected or ″actually″ being effected， and how to make clear the way and the projects in enumeration etc. Through the analysis based on the three legislative modes， including the abstract type（RIDS and PSS）， enumeration type and comprehensive type， and considering the context of the current legal framework and actual conditions of China， these problems are proposed to be solved from the following three aspects. Firstly， we should combine the RIDS and PSS. These two standards seem highly different but actually share some deep connections. On the one hand， with the disclosure of information， the reasonable investors will make decisions after analyzing information， and the decisions will affect the price， then the price will also affect the decision-making. Investment decisions and price volatility are of the same essence at different levels and different stages; On the other hand， there is inherent defects in applying no matter which standard alone. From a global perspective， whether in the United States， or in the EU or the Taiwan region， integration of RIDS and PSS has become a trend. Secondly， clarify Subjective Sensitivity Standard. The 75th article in securities law — ″have a material influence on the price of the securities″ should be interpreted into ″may have a material influence on the price of the securities，″ and this is consistent with literal interpretation and system interpretation. According to the real cases and punishment that Securities Regulatory Commission once carried out， the disclosure of the listed information does not inevitably cause price fluctuations due to the complexity of market. What 's more， according to the Effective Market theory， the security market in China is not yet a strong form of efficiency market， which means that to absorb information completely is beyond its capacity. It 's apparently unreasonable that doer needs to wait for a period of time to determine whether his behavior is an insider trading. Thirdly， perfect the list of insider information. In one respect， it needs a scientific classification， dividing security insider information into three categories: internal information， external information and other relevant information. Internal information is material fact that is concerning the company 's own decisions， financial and operations. External information includes market information that influence specific securities ' supply and demand relationship and information impact all market players. Other relevant information involves material facts related to securities issuers ' operation， business or property etc， which may have a material impact on the security price or investor 's investment judgment. Besides， it will be more realistic to improve the existing matters about insider information by implementing Subjective Sensitivity Standard thoroughly．