限售流通股质押的法律问题研究

Study on Legal Issues of Pledge of Restricted Tradable Shares

近年来,公司的大股东利用其持有的限售流通股进行质押,在金融市场获取融资的情形屡见不鲜。而我国的相关法律至今未对这一问题进行明确的规定,以致实践中对这种权利的性质认定及与此相关的质权人优先受偿权等问题得不到合理的解决。综合理论与实践两方面的考虑,应从法律层面对限售流通股质押权利进行肯定,规定债务履行期限应晚于限售期,并对融得的资金用途进行严格的限制。

In recent years, some companies＇ major shareholders have held the restricted tradable shares for pledges to obtain financing in the financial market, and this practice has become a common occurrence and has increased year by year. However, China＇s relevant laws and regulations have not made a clear statement on this issue, which leads to the practical failure of an reasonable solution to the issues of recognizing the nature of the rights and of the related priority claims of the pledgees. In line with a comprehensive consideration for the both aspects of theory and practice, this paper beliefs that the right of pledge for the restricted tradable shares should be established at the le- gal level, and that the debt performance period to be later than the restricted period is determined and the uses of funds obtained from financings should be strictly controlled.