论重大资产重组信息披露制度的完善

上市公司重大资产重组信息对于投资者决策十分重要，而现实的信息披露存在着无法有效回应市场传闻、定期公告缺乏实质性内容、公告披露滞后于自媒体等怪相。重大资产重组信息披露制度不断在修正，但是由于各种主客观原因，依然存在披露义务主体范围过小、信息披露数量过多、法律责任设置不够以及配套机制不完善等缺陷。相关问题均可以从上市公司的公告中找到证据。为此，建议将重大资产重组中的定期公告改为分阶段公告；引入“简明性规则”，重点提示投资风险；对国有背景上市公司进行特别处理，追加有关决策机构为信息披露义务人；对自媒体披露信息进行规范，利用信息技术应对网络化挑战。

On Perfecting the Information Disclosure System of Significant Assets Reorganization

Information disclosure is one of the most important systems in the market of securities . However,it faces many problems on significant assets reorganizations in China:state-owned listed companies lack liberty,and cannot respond to market rumors immediately|regular proclamations are of a mere formality,and cannot provide investors with essential information|people spread news through their own media,earlier than proclamations .The reasons are various .On the one hand,part of listed companies with bad motives use reorganizations for favouritism,therefore,they cheat over proclamations .On the other hand,information disclosure has its own defects:much too overloaded and specialized information|the challenge of identifying the importance of information|the inborn contradiction between information disclosure and business secrets|the complexity and gradualness of reorganizations,all of which lead to difficulties in information disclosure .In order to deal with these problems,the China Securities Regulatory Commission has revised the system on information disclosure continuously,paid more attention to risk reminding,and adopted regular proclamations,requested listed companies to publish news every week or every 30 days .Nevertheless,there are still problems,such as insufficient scope of obligors,too many proclamations,etc .These problems aggravate the burdens of disclosure obligors,information supervisors and investors . More importantly,these intensive proclamations do not provide investors with much essential information . When reorganizations fail suddenly,most investors are not well prepared .The disclosure system does not distinguish dramatic changes or turning points from regular progress,and is lacking in warning proclamation on reorganization failure,which makes investors wait for progress blindly .In addition,the current system is short of legal responsibilities,and imperfect in its coordinate mechanism .As a result,we should change the regular proclamation to staged proclamation . The latter has three stages:planning,implementation and accomplishment,which can reduce the burdens of all parties .If there happens to be the events that influence stock prices significantly,especially sudden accidents in reorganizations that may lead to failure or predictable failure of reorganizations,listed companies related should disclose information frequently,suspend stock trading and make temporary proclamations .We should also adopt the rule of simplicity,emphasize on investment risks|make special regulations on state-owned companies,add related policy-making institutions as information disclosure obligors|formulate rules on information disclosure through we-media,utilize information technology to tackle the cyber challenges .