ALB专访德恒沈宏山律师：持续学习，贡献团队，成为更优秀的资本市场律师
2023-03-25
ALB：您在股票发行上市领域有着极为丰富的经验，如何看待全面注册制的意义？这对资本市场的法律服务需求会带来怎样的影响？
沈宏山，德恒律师事务所上海办公室主任：2018年11月，习近平总书记在首届中国国际进口博览会上宣布，在上海证券交易所设立科创板并试点注册制。这是具有非常重大意义的政策，标志着注册制改革进入启动实施阶段。此后，科创版、创业板、北交所分别试点注册制。今年2月17日，全面注册制落地，这是中国资本市场改革的一个重要里程碑，也是未来中国资本市场健康规范持续发展的新起点。
除了股票发行制度改革，全面注册制还涉及到股票交易规则的优化、重大资产重组规则的调整、证券中介机构监管责任的强化等内容。注册制的根本思路是对市场和监管边界的重塑，是对市场各方主体职能和责任的厘清，可以说是资本市场领域的“改革开放”。
全面注册制实施后，各个上市板块的差异化定位进一步明晰，发行上市条件更加多元、包容，发行股票的可预期性进一步增强，一系列改革将会激活多方市场主体的活力，资本市场的法律服务需求也会随之增加。同时，注册制强化包括律师事务所在内的中介机构的责任，对资本市场的律师的工作任务、工作能力、职业规范都提出了更高的要求。
ALB：在新形势下，如何成为更优秀的资本市场律师？
沈律师：我认为新形势下成为一名优秀的资本市场律师将面临很多挑战，但是“逆水行舟，不进则退”， 资本市场律师应更积极主动去适应新的变化，持续自我革新，这样才有机会把握机遇、更有作为。
资本市场律师需要复合型的专业知识结构。我们常说 “资本市场律师是最不像律师的律师”，除了法律专业基础之外，更需要掌握金融、财务、税务等相关知识，必须要保持100%的热情和投入去持续学习。
还需要积极主动理解客户发展战略及所处行业，这样才能为客户量身定制更好的服务、创造价值。
ALB：在带领团队、培养资本市场律师时，您有哪些做法和心得？
沈律师：资本市场法律服务是 “团队业务”，需要团队集体作战，资本市场律师难以脱离优秀的资本市场律所平台，因此资本市场律师一定要有平台意识，应积极贡献平台、塑造品牌、建设团队，这些努力其实也是自我建设的过程。
对于一家律所或一个团队，制度建设十分重要，要形成一个可复制的人才机制。整个团队要有相匹配的价值观，对于青年律师的职业发展路径、培训计划、薪酬体系等都要有明晰的规划。
同时，团队文化建设是每个人都能亲身感受到的，对团队、对青年律师的关怀不能浮于表面，要落到实处，只有让人感受到温暖，才能吸引、留住青年人才，使其长期发展下去。
Be a top capital markets lawyer by continuously learning and contributing
-- An interview with Shen Hongshan, senior partner of DeHeng Law Offices
ALB: With your rich experience in stock issuance and listing, how do you view the significance of the comprehensive roll-out of the registration-based system? How will this affect demand for capital market legal services?
Shen Hongshan, Managing Partner of DeHeng Shanghai Law Office: In November 2018, General Secretary Xi Jinping announced at the first China International Import Expo that the Shanghai Stock Exchange would set up the STAR Market and pilot the registration-based system. This is a significant move, signaling that the registration-based system reform has entered the implementation stage. Since then, the STAR Market, ChiNext and the Beijing Stock Exchange have successively piloted the registration-based system before it was rolled out across the country on February 17 this year. This is an important milestone in the reform of China's capital market and a new starting point for its healthy, regulated and sustainable development well into the future.
Apart from revamping the stock issuance system, the registration-based system also involves the optimization of stock trading rules, the adjustment of major asset restructuring rules, and the strengthening of the regulatory responsibilities of securities intermediaries. The fundamental thinking behind is to reshape market and regulatory boundaries and clarify the functions and responsibilities of all market players. This move can be said to be the "reform and opening up" of the capital market.
After the implementation of the comprehensive registration-based system, each listing board enjoys greater clarity in terms of its differentiated positioning, the conditions for stock issuance and listing have become more diverse and inclusive, and stock issuance has become more predictable. A series of reforms will stimulate the vitality of different market players, and demand for capital market legal services will increase accordingly. At the same time, the registration-based system reinforces responsibilities on intermediaries, including law firms, and puts forward higher requirements on the work tasks, capabilities and professional code of conduct of capital markets lawyers.
ALB: How can one become a top capital markets lawyer amid new dynamics?
Shen: I think amid new dynamics, one will face many challenges on the way to become a top capital markets lawyer. But you will only fall back if you stop moving forward. Capital markets lawyers should be more proactive in adapting to new changes and continuously innovating themselves, so that they can seize opportunities and make more contributions.
Capital markets lawyers need to have interdisciplinary knowledge. We often say that "capital markets lawyers are the least lawyerlike". In addition to legal knowledge as the professional foundation, they also need to master finance, accounting, tax and other relevant knowledge, and must be 100% passionate about and dedicated to continuous learning.
It is also necessary for capital markets lawyers to proactively understand clients’ development strategies and industries, so as to tailor better services and create value for clients.
ALB: Can you share some of your “secrets” when it comes to leading a team and nurturing capital markets lawyers?
Shen: Capital market legal services are "team business" and require teamwork. It is difficult for capital markets lawyers to thrive without an excellent capital market law firm as the platform. Therefore, capital markets lawyers must have platform awareness and actively contribute to their platforms and build brands and teams. These efforts are in fact part of self-growth.
It is key for a law firm or team to develop their systems and create a talent mechanism that can be duplicated elsewhere. All members in a team must have aligned values, and the team must have a clear plan for the career path, training, remuneration, etc. of young lawyers.
Meanwhile, the building of team culture is something that everyone can intimately feel. Therefore, the care for team members and young lawyers must not be superficial. Only when team members feel sincere care can young talents be attracted and retained to enable long-term development of the team.
