美国证券市场强制退市决策权理论研究

Theoretical Study on Delisting Decision-making in U.S Securities Market

自20世纪30年代罗斯福新政推行之后,美国《证券法》确立起了行政主导的市场监管体制,同时融合了美国大型证券交易所的市场规制传统,在监管模式中延续了退市决策的市场化机制。市场化机制的实施以区分对待欺诈违法型退市和经济衰退型退市两种情形为前提,交易所主要承担经济衰退型退市的决策职能。以纽约证券交易所为例,为应对价值评估的不确定性,触及经济退市指标的退市个案并非立即执行。从触及底线到执行强制退市的交易所裁量时间成为退市主体最后的自救机会。在自愈期间内,交易所根据对象的市场行为及投资者反应,决定何时执行强制退市,从而保障强制退市制度实施的市场化实效。

During the 1930s＇ great depression, the Roosevelt＇s New Deal had reformed the old regulatory system, and built an executive-led supervision system in securities market. It also had combined the market mechanism that had already lasted for a period of time. As the delisting decision maker, national securities exchanges, such as the NYSE, excert self-regulatory power complementing SEC with the market mechanism. To solve the problem of uncertainty in securities value estimation, the delisting case usually would not be executed immediately. The exchange would carry on a cure period which is the last opportunity for the to-be-delisted company. The activities of to-be-delisted company and reactions of the investors will influence the delisting deadline and even the exchange＇s decision under the mechanism, which would guarantee the effectiveness of the delisting process.