On The Appropriateness Of The Legal Norms Of Securities Private Placement

The securities private placement is a way of securities issue in which the purchasers are specified, the offering is not in public and the legal rules are specified. As the opposite of public offering, private placement is also a financing instrument which can satisfy the different financing needs of the issuers. The legal norms of securities private placement are the legal rules to regulate the approving and verifying system, the way of issuing, the purchasers, the information acquisition, limitations on the resale, and filing of records for reference of the securities private placement. Considering the particularity of private placement, the legal norms of securities private placement should be appropriate. Only appropriate legal rules can make it convenient for issuers to obtain financing to the greatest extent and can fairly protect the interests of investors. This dissertation is to explore the improvement in the legal norms of securities private placemen from the perspective of appropriateness. It benefits from such means as comparative, historical and empirical analysis. With reference to the successful experiences from the US and Taiwan area of China, the dissertation represents its suggestion on how to improve the legal norms of securities private placemen in China from the perspective of appropriateness after the analysis of current situation and problems in the field of the legal norms of private placemen in China. The dissertation is composed of three parts: the Preface, the dissertation itself and the Epilogue. The dissertation itself consists of five chapters.Chapter one, the necessity of legal norms of securities private placement, firstly covers the relative concepts of private placemen, an analysis of the relationship between private placemen and public offering and the concept of the legal norms of securities private placemen. Secondly, it discusses the necessity of the legal norms of securities private placement by analyzing the deception cases involving original issue of stock which recently occurred in China and the development of securities private placemen in other countries. Finally, the chapter analyzes the practical significance of the legal norms of securities private placement from various angles.Chapter two focuses on the appropriateness of the legal norms of securities private placement. It is divided into three sections. Section one holds that the securities private placement has its value in efficiency and equity, and it also points out that appropriateness requires legislators to balance the efficiency and the equity as to make them as a unity. In section two, the author concludes that the legal norms of securities private placement should be appropriate after the analysis of the inherent characteristic of securities private placement and the development of securities private placement market. In section three, it defines the range of the legal norms of securities private placement.Chapter three appraises the appropriateness of the legal norms of securities private placement in the US and Taiwan area of China. The author contrasts and analyzes the legal system of securities private placement in the US and Taiwan area of China with their successful experience and limitation from the perspective of appropriateness.Chapter four is devoted to discussing the present situation and the existing problems of the legal norms of securities private placement. In this chapter, the author introduces the present situation of the practice of securities private placement and the legal norms of securities private placement in China, and analyses the reasons for the existing problems from the perspective of appropriateness. By analyzing the legal norms of securities private placement in the revised Securities Law and Corporation Law, the author concludes that there will be no legal norms of securities private placement in China in real sense either too many or too less rules of them.In chapter five, the author puts forward his plan on how to improve the legal norms of securities private placement in China. With references to the US and Taiwan area of China and also considering specific circumstances in China, the author represents his suggestion on how to improve the legal norms of securities private placement in China.