【作者】 孙旭；

【导师】 项卫星；

【作者基本信息】 吉林大学 ， 世界经济， 2008， 博士

【摘要】 美国证券市场的成功在很大程度上归因于其成功的信息披露制度。本文以美国证券市场的信息披露制度为研究对象,在前人研究成果的基础上,建立了一个激励不同层次监管者行为的框架,将美国证券市场信息披露的各种机制纳入共同的理论分析框架进行系统研究,揭示其发展和演变的规律以及有益经验。具体来说,在纵向上,本文考察了美国证券市场信息披露制度的演变,从自发交易到以自律监管为主的交易所监管,再到以政府监管为主的全面监管,总结了每个阶段的特点和发展演变的规律;在横向上,分别对美国证券市场信息披露体系中的市场中介机构、自律组织、行政监管以及司法监管的作用空间进行了研究,揭示了其激励与约束机制以及各个组成部分之间的制约与合作。通过研究,本文认为:一国证券市场信息披露制度是诸多变量共同作用的结果,并处于一个动态的演变过程之中;特定的信息披露制度只能适应特定国家特定时期的需要。最后,本文通过考察中国证券市场信息披露制度的现状,结合美国的经验,为中国证券市场信息披露制度的发展提供了一些建议。更多还原

【Abstract】 The U.S. security markets are the most vitality, most developed and effective security markets in the world. The success of the U.S. security markets mainly depends on its successful information disclosure institution. Even the mature U.S. security markets are not perfect, many problems and scandals show up these years, and the information disclosure system needs to be improved.Chinese security markets have started quite late; They are built based on the U.S. and other mature markets’experiences; we have not set up the information disclosure institution completely, that means Chinese information disclosure system still has much more areas to be improved. Then, researching on the U.S. security markets, gathering their successful experiences and learning from their lost means a lot for developing Chinese security markets, and it has important practical significance.The problems of the information disclosure in the U.S. security markets have been focus problems in domestic and international economic circles. The previous researches just focus on the different directions of the U.S. security markets, and they did not put all the mechanisms in the same framework and analysised systemically. This disserttation puts all of the independent information disclosure theories together, builds new theoretical framework, and uses this new framework into the research of the information disclosure in the U.S. security markets.According to the research of historical evolution of the U.S. security markets’information disclosure institution,we investigate on the entire U.S. security markets mechanisms, research on how to open out their information disclosure system, and acquire the development evolution experience of U.S. markets to provide several theoretical draws for Chinese security markets to build up our own information disclosure system .This dissertation discusses the U.S. security markets from its information disclosure system based on its groundwork, reviews the evolution of theoretical research and logic, elaborates on how the disclosure of information monitor issue; then this article also discusses the various components of the incentive and restraint mechanisms, their respective comparative advantages, and proves that the coordination and cooperation between mechanisms is a key component of the information disclosure institution.Then, it discusses the setting up and evolution process of the U.S. security markets’information disclosure system by using case study and historical analysis. Through the combination analysis of the historical evolution and current situation, this article proves that the information disclosure system is the outcome of a good many variables’interactions; and it is always in a dynamic process of evolution. The U.S. security markets’information disclosure institution influences by its developed situation, legal environment, traditional system, government power and some other factors; that’s why it is always in a dynamic process of evolution, and the special standard suits for special period.For the current point of view of the information disclosure system in the U.S. security markets, it is made up of agency organizations, Self-regulatory organizations, administrative supervision and judicial supervision. It shows as multi-level Principal-agent relationships. Author investigates each part of the information disclosure system, researches on how the motivation and restriction functions work, this paper also compares the competitive advantages of each one, then according to the theoretical framework we discuss in front, the author deeply investigates how to motivate the different types of monitors to bring out their competitive advantages to achieve the goal of monitoring.For the agency organizations, they are the information agents of the vast number of investors, and play the extremely important role of“goalkeeper”. Under the current U.S. monitoring institution, in one hand agency organizations work for the shareholders to maximize their profits, on the other hand they are the level which are the closest level to the markets and work for the U.S. Securities and Exchange Commission(SEC). As companies for profits,they set up their own target index, their target is against their clients’benefits; when they solve the adverse selection and moral risk problems in the security markets, they have to face the moral risks themselves.Research on the agency organizations is discussed around the following topics: firstly, to design a combined mechanisms with monitoring and motivation, the purposes of the combined mechanisms are enduing power and motivate the“goalkeeper”to protect investors’benefits. Secondly, set up the responsibility standards, it pushes the“goalkeeper”to perform their duty.The Self-regulating Organizations help the U.S. security markets to reduce the trading cost on the information disclosure process and offer market reputation mechanisms and competition mechanisms; also they help on guarantee the quality of stock exchange. The historical evolution of self-regulating organizations in the U.S. security markets indicates that: in the beginning period of the developing market, due to the size of the markets is quite small and the trade is very simple the information disclosure asymmetric problem is not seriously as it seen at present, therefore the monitor on information disclosure is mainly based on self-regulation of stock exchange. But this monitor method only gives the internal limited restrictions but do not give the shareholders more power, so this leaves the necessary space for the government monitoring.Compared with the agency organizations and self-regulating organizations, the U.S. Securities and Exchange Commission (SEC) has the competitive advantage on administrative supervision and its motivation and restriction is different; that is why the action of administrative enforcement of law provide important stock information to different types of investors; meanwhile, it enhances the transparency of the security markets and enhances the confidence in the market. But the administrative supervision faces information limitation, the government administrative supervision is not perfect; therefore the administrative supervision must work with agency organization of market, self-regulation organization and judicial supervision to keep the balance of the markets.About the security markets information asymmetry problem, government aims to build up strong relevant motivations to disclose the important information which helps investors to make investment decision. To make the administrative supervision work smoothly, it has to stand at the independent position which has independence from other government departments that could avoid the independent department influenced by some benefit groups. The rich experiences of legal enforcement could make the department perform its duty easily. More important point is, the power of administrative supervision must be strictly controlled by administrative process. The judicial supervision is the last defense of information disclosure system and it is chief complementarily to the administrative supervision. Because the administrative supervision is influenced by budget, the officers could be seized by the special benefit groups or their personal benefit, their judge will not fair to all the parties. The main purposes of legal supervision are: firstly, to stop the illegal disclosure of information. Secondly, to compensate for the investors who loss money due to illegal information disclosure action.All in all, through the research on the information disclosure in the U.S. security markets we find out that, the seriously incompletely and asymmetry of information is the key problem of the security markets. In the markets, government is on the leader position of the system, the self-regulating organizations are on the forward position of the mandarkets, they are under the control of government and self-regulate the markets; the agency organiations play the role of monitor and verify the information disclosed by enterprises, their professional services are the first protection barrier of the information disclosure institution in the security market . The excellent operation of the information disclosure system depends on this: the government builds up the favorable frameworkrnment, promotes the mechanisms with competitive advantages and achieves the common target. Last but not least, based on the experiences gathering from the information disclosure of U.S. security markets provides several constructive suggestions to China.更多还原