| Asset securitization originated in the 1970s makes the financial globalization manifest the internationalization of the securities market. Allowing foreign companies to cross-border list in a country is an important means of the internationalization of its securities market. In April 2009 the State Council issued an view concerning Shanghai speeding up the development of modern service industry and advanced manufacturing, building an international financial center and an international shipping center. After that, China substantially starts the process of internationalization of Shanghai securities market. Based on this background, this dissertation attempts to list systematically the regulations or rules of foreign companies cross-border listing in EU and the U.S and gives a comparative analysis between them, then probes the underlying causes of the evolution of legal system of foreign companies cross-border listing in EU and the U.S, and finally gives China's securities market corresponding legislation by comparing the different path of Chinese securities market internationalization with that of the United States and EU. Based on the above idea, this research consists of four parts of six chapters.The first part, Chapter 1, defines the main coral concepts of this paper and probes the basis of the legal system of foreign companies cross-border listing in EU and the U.S and their legal frameworks. First, foreign companies cross-board lisiting means the activities of foreign companies cross-board offering or/and listing. The concepts of foreign companies cross-border listing, securities market internationalization and international securities market have differences, i.e. we use the concept of foreign companies cross-border listing when describing a country's measures to speed up the process of its securities market internationalization, use the concept of securities market internationalization when describing the process of a country continually attracting foreign investors or/and foreign companies into its stock market, and use the concept of international securities market when describing the final stage of internationalization of a country's securities market from the external economic characteristics of its securities market. Therefore, foreign companies cross-border listing is a measure for a country to promote its securities market internationalization. Foreign companies cross-border listing shows the following four situations: (1)foreign companies issue securities in a country, (2) foreign companies issue securities in a country and trade them in it, (3) foreign companies trade securities issued in a foreign country in a country ,and (4) domestic companies trade the securities issued in foreign country by them and sold back. Second, the dissertation concludes that market economy foundation, advances in information technology and global market competition compose the basis of formation of regulations or/and rules of foreign companies cross-border listing regulations in EU and the U.S. Finally, it lists systemically the regulations or/and rules in the EU and the U.S which are logical basis for the next research.The second part consists of the next three chapters. As the regulations or/and rules of foreign companies cross-border listing in EU and the U.S are divided into some specialized regulations or/and rules for foreign companies and some regulations or/and rules for both foreign and domestic companies, we mainly do research on the specialized regulations or/and rules for foreign companies, but meanwhile we sometimes do research on some regulations or/and rules for both foreign and domestic companies for integrity consideration of legal system. In this part we do comparative researches on procedural regulations or/and rules, substantive regulations or/and rules and conflict regulations or/and rules concerning foreign companies cross-border listing in EU and the U.S.Chapter 2 centers the procedural aspects of foreign companies cross-border listing and conducts a comparative study between the U.S and EU.Provisions of the relevant procedures include cross-board listing conditions and the audit system for foreign companies. The conditions of cross-border listing are mainly in the rules of the Securities Act and the Stock Exchange regulations of EU and the U.S. These conditions include hardware conditions, such as company operating history and the public structure of stocks, and software conditions, such as stock market value, financial statements and the sponsors, etc. And these conditions tend to show a softening of hardware conditions and a hardening of software conditions. The procedural rules adopted by EU and the U.S manifest their linking up with audit system for domestic companies. The procedural rules for foreign companies adopted by the EU are exemptions based on the audit system, that is, a single pass through the approval process of home countries is a general exemption of foreign companies (both members and non-members) to cross-border list. The procedural rules adopted by the U.S are registrations for foreign companies under the conditions of exempt, but these rules greatly relax the contents of registration for foreign companies cross-board listing by the development of Rule 114A, 801 and 802 rules, and Section 12 (g) 3-2 (b), facilitating foreign companies to cross-board list in the United States by complying with not only the same exemption as domestic companies but also exclusive exemption for their own. However, the difference of procedural exemption between EU and the U.S is due to the effect of their respective law culture on the procedural rules.Chapter 3 is a main research on the substantive law concerning foreign companies cross-border listing. There are many substantive provisions in the Securities Act, but most of which are common rules applicable to both foreign companies and domestic companies, so this paper only selects the rules about information disclosure and accounting rules for foreign companies and does a comparative research on them between EU and the U.S. In the comparative study of information disclosure system, we mainly study the content of The Listing Particulars Directive (Directive80/390/EEC) and New Prospectus Directive (2003/71/EC) in the issue phase, and the content of periodic disclosure and continuous disclosure in Information Transparency Directive (Directive2004/109/EC) in the listing phase. We also study the content and requirements of Form F-1, F-2 and F-3 which shall be submitted in issue phase and Form 20-F (Annual Report),Form 10-Q (Quarterly Report), Form 6-K(Interim Report) in listing phase by foreign companies in the United States. In the comparative study on accounting system, we mainly do research on accounting auditing system and account standards of EU and the U.S, with emphasis on the difference comparison of GAAP and IAS of IFRS. Study found that substantive law concerning foreign companies cross-border listing manifested convergence under the present conditions of difference.Chapter 4 is a research on the conflict law arising from foreign companies cross-border listing. EU and the U.S exercise extraterritorial jurisdiction of the Securities Act over foreign companies by personal doctrine, effect doctrine and behavior doctrine under the traditional national sovereignty theory and the economic sovereignty theory. The emergence of extraterritorial jurisdiction makes conflicts between the personal jurisdiction and the territorial jurisdiction, occurring in the legal relationships between listed companies and underwriters, underwriters and investors, listed companies and investors, investors and investors, investors and intermediaries, listed companies and intermediary agencies, etc. And because the nature of the relationships can be classified as equity relationship, contractual relationship and tort relationship, therefore, EU and the U.S take unilateral solution to formulate their own conflict rules for the equity legal relationship, the contractual legal relationship and the tort legal relationship arising from foreign companies cross-border listing. However, due to the conflict rules EU and the U.S adopted having legal traditions, they retain their own characteristics, showing the differences between the conflict rules of EU and the U.S. Although EU and the U.S has developed through international coordination the Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary to resolve the conflict of laws arising from foreign companies cross-border listing, the Convention is not in force. Therefore the current solution for the conflict of laws is to rely on unilateral legislation.The third part is Chapter 5, mainly giving a historical and economic analysis of American and European regulations or/and rules of foreign companies cross-border listing to show the deep reasons of the sameness and difference of the regulations or/and rules in order to provide a reference for Chinese localized regulation. From a historical perspective, the sameness are listing conditions and conflict rules, the reason of which is that EU and the U.S have the same market base and the market-based competition, and the differences are expressed as offering process, the content of information disclosure, accounting rules and the connection point of conflict rules, the reason of which is due to the influence of traditional legal culture, or in an other word linking up to domestic legal system. From an economic perspective, the evolution of the legal system of European and American foreign companies cross-border listing has been driven by the competition of international financial centers, but meanwhile has been promoted and restricted by a country's economic development, interacting with its economic development. Therefore, the starting point of regulation amendment is always financial innovation, financial crisis or economic crisis. It is the underlying causes of the evolution of the legal system that we should consider selective or altered regulation.The fourth part, Chapter 6, focusing on Chinese regulation concerning foreign companies cross-border listing in China, is a logical extension of the research on European and American legal system. This chapter first describes the economic foundation to form the regulation of foreign companies cross-border listing and the necessity of the regulation. China's economic development scale, Shanghai's financial base and China's practice to promote securities market internationalization substantially laid the foundation for securities market internationalization. Global competition of international financial centers and the requirement to improve securities market highlight the need of China's securities market internationalization. Second, this chapter proposes legislation way of securities market internationalization, which is a phase-by-phase legislation of securities market internationalization, not directly drawing on the European and American practice, because the way of our securities market internationalization is a government-led promotion way, different from the natural evolution way of European and American securities market internationalization. In the recent phase we establish an"international board"in the main market for foreign companies to get practice of Chinese securities market internationalization. The long-term goal is to evolve the regulation of"international board"into regulation of foreign companies cross-border listing in China by guiding the competition to get listing resources in main market between foreign companies and domestic ones and docking the Securities Law, Foreign Investment Laws, Tax Law and the Foreign Exchange Management Act. Finally, it proposes the specific contents of Chinese legislation. EU and the U.S evolved international securities law mainly under the pressure of international competition in the 1980s, but Chinese goal of securities market internationalization is mainly to foster international securities markets, So China should take a relatively strict approach not a relaxed approach in promoting securities market internationalization. However, due to the same nature of the relation between law and economy in any country, we should draw up our regulation of foreign companies cross-board listing by selectively or alterably learn definition of foreign companies, procedural law, substantive law and conflict law from EU and the U.S.
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