中国、英国、美国开放式基金的法律制度 英文PDF电子书下载

Chapter 1 The Nature and Importance of Open-Ended Funds 1

1．The Nature of Open-Ended Funds 2

1.1 The Nature of Open-Ended Funds in the UK 2

1.2 The Nature of Open-Ended Funds in the USA 15

1.3 The Nature of Open-Ended Funds in China 17

2．The Importance of Open-Ended Funds in the Modern World 24

Chapter 2 Conflicts of Interest 28

1．The Nature of Conflicts of Interest within Open-Ended Funds 29

1.1 Divergence of Interest in Corporate Governance 29

1.2 Market Behaviours Tainted by Conflicts of Interest in the Financial Markets 46

2．Possible Remedies 55

2.1 Enhanced Corporate Governance 56

2.2 Enhanced External Supervision 58

Chapter 3 Regulation of Open-Ended Funds in the UK 60

1．Internal Corporate Governance in the UK 60

1.1 Fiduciary Duty Imposed by Case Law 60

1.2 General Duties of Trustees Imposed by Statutes 67

1.3 Chinese Wall 73

1.4 Separation of Business 74

1.5 General Meeting of Fund Holders 75

1.6 Disclosure 76

2．External Supervision in the UK 77

2.1 The Limitation of Objects of Open-Ended Funds'Investment 77

2.2 Market Abuse 80

2.3 Regulator 91

Chapter 4 Regulation of Conflicts of Interest in the USA 98

1．The Board of Directors 99

1.1 Election of Directors 100

1.2 Independent Directors 101

2．Fiduciary Duties 107

2.1 Fiduciary Duties under Section 36 of the Investment Company Act 1940 108

2.2 Lack of Guidance 109

2.3 Cases Corresponding to Section 36 110

3．Restrictions of Affiliated Transactions 121

3.1 Who Are Affiliated Persons of A Registered Investment Company? 122

3.2 Affiliate Transactions with Affiliated Persons Themselves 127

3.3 Joint Transactions with Affiliated Persons 128

3.4 Brokerage or Agency Transactions with Affiliated Persons 128

3.5 Underwriting by Affiliated Persons 129

4．Regulation of Insider Trading(Personal Trading) 129

4.1 The Definition of Insider(Access Person) 130

4.2 Regulation of Personal Trading 130

4.3 Report Insiders'Personal Securities Holdings and Transactions 132

4.4 Review of Reports 134

4.5 Pre-Clearance of Investment in IPOs and Limited Offerings 134

4.6 Recordkeeping and Public Disclosure 135

4.7 The SEC's Action 135

Chapter 5 Internal Corporate Governance of Open-Ended Funds in China and Proposals for Reform 136

1．Ownership Structure 136

1.1 Drawbacks of the Existing Ownership Structure 136

1.2 Should Banks,Securities Companies or Trust Companies Be the Holding Shareholders of the Fund Management Company? 137

1.3 Which Type of Ownership Structure Is Better for An Efficient and Reliable Legal Form of open-Ended Fund in China,Ownership Concentration or Ownership Dispersion? 139

1.4 Conclusion 140

2．Independent Directors 140

2.1 Ratio of Independent Directors 141

2.2 Reviewing the Management Fees 143

2.3 Reviewing the Affiliate Transactions 145

3．Chinese Wall 145

4．Affiliate Transactions 146

4.1 The Definition of Affiliated Persons 146

4.2 Restrictions on Affiliate Transactions 151

5．Legal Remedies 152

5.1 Fund Holder's Direct Action 153

5.2 Fund Holder's Derivative Action 155

5.3 The Function of the General Meeting of the Fund Holders 161

Chapter 6 External Supervision of Open-Ended Funds in China and Proposals for Reform 162

1．The Limitation of Objects of Open-Ended Funds'Investment 163

1.1 Limitations on the Types of Investment Objects 163

1.2 Limitations on the Proportion of Investment 164

1.3 Proposal for Limitation on the Amount of Investment Capital of Open-Ended Funds 165

2．Market Abuse 168

2.1 Insider Dealing 169

2.2 Divulging Inside Information 183

2.3 Counseling Others to Purchase or Sell Securities 184

2.4 Market Manipulation 185

2.5 Liabilities 194

2.6 Other Market Abusive Measures Such as Herding 197

3．Regulator 208

3.1 Investigation by the CSRC 209

3.2 A Brief Image of the Regulator in the Future 210

Chapter 7 Conclusion 211

Bibliography 215

Acknowledgements 229