Choice-of-Law Rules For Overseas Companies Issuing And Transaction Securities In Domestic

By the comparative analysis of the conflict of laws and systematic differences in main countries'securities markets,this thesis mainly analyzes the securities legal nature. Combining with modern conflict of laws theories,I try to propose the choice-of-laws rules to solve these problems.This thesis is divided into four parts:Chapter 1,I introduce the appearance of conflict of laws of international securities,and investigate their various reasons and characteristics.Chapter 2,by painstaking hackle the manifestations of the conflict of laws of international securities market,I classify it three parts: the conflict of laws of international securities issuing; the conflict of laws of international securities transaction; the conflict of laws of international securities listing.Chapter 3,I discuss the basic theories of conflict of laws of international securities market,including the Proper Law of Contract and restriction,basic types of choice-of-laws rules the legislation style of laws.Chapter 4,I discuss the specific rules of choice-of-laws rules in China. Including 4 parts: 1. We should take selective conflict rules to determine the subject of securities issuing; 2. As for private offering,We should take the Proper Law of Contract; as for public placement,we should directly apply to the laws of issuing place—Chinese laws. 3. As for transacting in an organized exchange,we should apply to the laws of the place of exchange—Chinese laws; as for curb exchange,we should apply to the laws of agreement of both sides or the laws of the sellers habitual residence; 4. As for the negotiable securities cheat behavior,we should directly apply to the laws of place of exchange—Chinese laws.