Corporate disclosure by listed companies in thePeople’s Republic of China and Australia:seeking an appropriate pathway for the regulationof the Chinese securities market

摘要

With the rapid growth in the development of economic reform in the People’s Republicof China since the late 1970s, China’s legal system has also been undergoing majorreform and development. This has seen the emergence of a major effort to draw uponthe law reform experiences of other countries, especially in the area of economic lawreform. As the securities industry is a key component of an increasingly corporatisedmarket economy, it has been necessary to adopt an effective body of securities laws.Disclosure is the fundamental issue of securities laws as it exists in market transactionsand the conduct of market participants.As such, the development of an appropriate body of disclosure law and practice is vitalto the integrity of securities law and ultimately to the market economy. It is for thisreason that this dissertation looks at the development of China’s securities market andcorporate disclosure laws, and identifies the forces that have led to its current form andcontent. This dissertation argues that China’s legal system must be seen as a product ofChina’s distinctive history and local circumstances. It analyses the current nature ofChina’s corporate disclosure laws and notes that China’s law reformers have reliedheavily upon the US model which may not necessarily suit China.Based upon a number of theoretical understandings of the transplantation anddevelopment of law, this dissertation argues that China’s approach to law reform in thisarea has not always produced a body of law that is appropriate to China’s particularcircumstances. It suggests that valuable insights can be gained from a comparison of themethods of corporate disclosure law reform that were followed in Australia. TheAustralian experience is relevant to China as Australian lawyers and regulators haveplayed an important role in fashioning securities regulation in Hong Kong and as HongKong has sometimes been seen as providing useful models for China itself.