A Probe Into The Transplantation Of The Small Issue Exemption In U.S.A

During the legislation of Securities Investment Fund Act, private placement has attracted more and more attention from scholars because of the lobby for legalization of private placement. It has become one of the most conspicuous legal issues in contemporary Chinese securities market. However, there is yet no concerning legislation on the small issue exemption, which constitutes the core of modern security registration exemption with the private placement. And the study on this topic has long been neglected by Chinese scholars. As the core of American security registration exemption, small issue and private placement exemption are developed from the internal needs of capital market, and embody the equilibrium between protecting investors and promoting capital formation. As a beneficial complement to public offer, it certainly shall be an important part of a nation's securities market. Nowadays, the international financial market is evolving to a more globalized and freer one. Assimilation of the private placement and small issue exemption has become a vigorous measure for a nation's financial institution innovation, which is the key factor of an energetic and competitive capital market. Regretfully, in china there is still great hesitation to transplant this institution just because of some so-called "risks". In deed, there are some potential risks and uncertainty, which is the main obstacle of the institution construction. But both reform and innovation are always accompanied with many risks. What we shall do is to gain experience from practice, to grasp chances in the course of development with incisive foresight and tremendous courage. Based on the needs of Chinese financial institution construction, this essay tries to give a thorough introduction to the small issue exemption in U.S.A. from both a comparative and a historical viewpoint. What is more, the author's constructive research on Chinese future small issue exemption is expected to be instructive to the perfection of not only the security issue institution but also the whole securities market.