Private Placement Of Securities Issued And The Legal System

The dissertation is aimed at the structuring the Chinese legal system for private securities offerings, and studying legal issues concerning direct financing in China. The dissertation is composed of three parts: the Preface, the dissertation itself, which consists of five chapters in about 140,000 words, and the Epilogue. The Preface introduces to us the topic selection and meaning, the writing and research methods of this dissertation. Chapter One, the basic theories of private securities offerings, mainly covers the relative concepts, the value in law of the research on private securities offerings, and an analysis, using economic theories, of the advantages of private securities offerings over public offerings. Section One explains the key concepts for securities and private offerings, and by analyzing and appraising relevant stipulations of securities laws of both China and the leading industrialized countries in the world, clarifies the distinction between private offerings, public offerings, and illegal funds raising. Section Two, the basic theories of the legal system for private securities offerings, has two parts with the first part analyzing with economic theories the advantages of private offerings, transaction costs, and information efficiency, and the second part analyzing the private securities offerings' value in law. Section Two holds that private offerings have their value in efficiency, equity, and order. The value in efficiency is embodied by its convenience in funds raising, low issuing costs, etc.; its value in equity lies in the equilibrium of the convenience in fund raising and the protection of the investors' interest; the value in order, which is the foundation of the protection of the investors' interest, requires the standardization and lawfulness of the offerings. Chapter Two is an analysis of the system background of the private securities offerings in China, which leads to the conclusion that, due to lack of standards, factual abnormality is characteristic of the private offerings in China. Through the analysis of the economic foundation and market environment from which private offerings have grown in China, the conclusion can be reached that private offerings are a natural product of the market requirements, and they have unparallel advantages over public offerings. Chapters Three to Five, the core of the dissertation, focus on the structuring the law system for private securities offerings in China. Chapter Three discusses the establishment of the Chinese private offerings system by referring to relative systems abroad. Section One is the defining standards for private securities offerings, which are mostly based on the analysis of the private offerings systems in the United States, the United Kingdom, Japan, and Taiwan, together with the relative situation at home in China. Section Two defines the range of purchasers of private securities offerings. The author analyzes in detail the reasons for defining purchasers of private securities offerings in the United States and Taiwan and notions in China about definition of the purchasers of private offerings, and suggests the defining standards for the purchasers of private securities offerings in China. Section Three is an analysis on the information disclosure system for private offerings. By analyzing the American private offering information disclosure system and the conceptions reflected from the system, the section discusses the significance of structuring our own information disclosure system for private offerings and suggests a system structure in detail. Section Four is about the limitation on the resale of privately offered securities. After studying in detail the provisions on the resale of private offered securities in the United States and analyzing the reasons for setting up the limitation system of the resale of privately offered securities, the author decides that we need a comparatively strict limitation system on the resale of private offered securities and puts forward the conditions to be met for the resale...