What is the relationship between company law and securities law?

What is the relationship between company law and securities law? The relationship between company law and securities law is the relationship between general law and special law. The company law is the law that regulates all companies, and the securities law is the law that regulates all securities transactions. Companies that issue stocks or bonds as securities and invest in the capital market are also regulated by the Securities Law. In addition, companies engaged in securities-related business (. The relationship between company law and securities law is controversial in China's theoretical circle. Generally speaking, it can be divided into two theories. One is the relationship theory, which holds that the two are closely related, but there are obvious differences. The other theory is the special law theory, which holds that the securities law is the special law of the company law, and the securities law mainly adjusts some specific aspects of the company law. I personally agree with the latter theory. To accurately understand the relationship between the two laws, we should analyze their legislative background, legislative purpose, adjustment scope and legal practice. (1) From the legislative background, the Securities Law and the Company Law are not laws produced at the same time to solve different problems. Company law is a law that regulates the organization and activities of companies. It is based on the national conditions of China and adapted to the development of market economy in China. China promulgated the Company Law in 1993. Today, the company securities in the Securities Law were originally completely adjusted by the Company Law. With the increasing openness of investors and the rapid increase in the frequency of share transfer, the company law has gradually shown its abstractness and insufficiency in dealing with financial issues such as direct financing of companies and investor relations, resulting in the Securities Law promulgated by 1998. Judging from the time of their promulgation, the securities law is developed on the basis of the company law and is a supplement to the legal adjustment of the company law. (2) From the legislative purpose, the main purpose of both laws is to protect the legitimate rights and interests of shareholders and creditors. Article 1 of the Company Law clearly stipulates that in order to "protect the legitimate rights and interests of companies, shareholders and creditors", while Article 1 of the Securities Law stipulates that in order to "protect the legitimate rights and interests of investors". To some extent, the legitimate rights and interests of investors are consistent with those of shareholders and creditors, because investors become shareholders and creditors of the company after purchasing shares. The former "standardizes the organization and behavior of companies" and the latter "standardizes the issuance and trading behavior of securities" with different starting points, but both of them are aimed at maintaining social economic order and social interests. (3) From the scope of adjustment, the adjustment objects of the company law include the legal relationship between companies that do not publicly issue securities and companies that do not participate in securities issuance and trading; The adjustment objects of the securities law include the issuance and trading of non-enterprise securities unrelated to the company. However, the adjustment scope of both involves the share issuance, trading and information disclosure of joint-stock companies. Stocks, corporate bonds, new share warrants, etc. It is regulated by the Company Law and the Securities Law. Moreover, in the securities law, it mainly involves the issuance and trading of corporate bonds. This fully illustrates the intersection of the two in the adjustment range. At the same time, because the issuance and transfer of stocks and corporate bonds adjusted by the Company Law are mainly from the company's point of view, in order to ensure the company's operation, the provisions on stocks and bonds in the Company Law are general, mainly focusing on adjusting the primary market, and are part of the securities issuance procedure. Securities law regulates external procedures, mainly focusing on regulating the secondary market, that is, regulating the trading behavior between investors. This is the difference in emphasis between the two. (4) From the legal practice, the Securities Law protects the interests of investors by stipulating a series of responsibilities, systems and prohibited acts of securities companies. The company law not only provides a series of responsibilities and systems, but also provides some provisions specifically for shareholders' rights to protect shareholders' interests and guarantee the normal exercise of shareholders' rights. Both have the same way to safeguard their own interests. In practice, protecting shareholders' rights will reduce risks for the company's development, help to protect the interests of the company's investors, protect the interests of investors, and also help to supervise the company's various behaviors and avoid some behaviors of the company from harming shareholders' rights and interests. (5) On the whole, the legislative purposes of the Securities Law and the Company Law are the same, and the scope of adjustment has great overlap. Taking the Securities Law as a special law of the company law is beneficial to complement each other and improve the application effect of the law, thus promoting the perfection of the company system and the securities market in China. To sum up, the relationship between securities law and company law is complementary and coordinated. From the legal practice, the Securities Law stipulates the responsibilities of securities companies, thus protecting the interests of investors. In addition to responsibilities, the Company Law has specially formulated provisions to protect the interests of shareholders. Their legislative intentions are the same.