非上市公众公司信息披露的理论基础与价值选择

The Theoretical Foundation and Value Selections of the Information Disclosure of Unlisted Public Companies

证券法的价值之一是保护投资者,判断某一类投资者是否需要法律的特殊保护及所需保护的强弱程度。这一问题是与公司的公众性结合在一起的。非上市公众公司是为配合证券监管部门监管各类别公司动向和满足监管制度改革的要求而提出的一个概念,其兼具封闭性和公众性的特征。基于其公众性特点,强制筹资者进行一定程度的信息披露,对于投资者克服信息不对称和做出理性投资选择,乃至使稀缺的社会资源得到优化配置都是大有裨益的。但在对非上市公众公司进行信息披露的制度设计时,必须要考虑其在公众性上与上市公司的差别,兼顾保护投资者利益与证券流动性,协调筹资便利和证券市场运行效率。

Protecting investors is one of the values of the security law. Whether the investor need to be protected, as well as the degree of protections should be commensurate with the public features of companies. The concept of unlisted public companies is proposed by the security regulatory authorities as a part of the regulatory reforms of differentiating regulations on varied types of companies and is characterized by both private and public features. According to the public feature, it is beneficial for the investors to force the lenders to disclosure certain information and helps improve the allocation efficiency of scarce resources as asymmetric information is narrowed. However, the design of institutional arrangements of information disclosure of unlisted public companies should also takes into account their private feature so that to balance investor protections and security liquidity as well as coordinate financial convenience and improving financial market efficiencies.