The Research On Legal System Of Securities Private Offering

Securities private offering stemmed from the United States, and it should be corresponded with public offering, with the capital market for financing channels meet the investment needs of different publishers. As an indispensable link in the modern capital markets, securities private offering is an important element which can not be avoided in China's securities legislation. In today when the international market unceasingly to globalization and liberalized development, how provides prompt, economical, pluralistic and flexible sources of financing to meet the needs of sustainable development of the market, and speed up the development of China's securities market is a major challenge facing us. Due to the characteristics and advantages, securities private offering is being applied broadly in most countries and regions. At the same time countries and regions not only establish the legality of the offering system but also regulate it because of their defects. The core idea of securities private offering in the United States is to admit and pay attention to its important role in social and economic activities, and continue to promote the development of the securities private offering. Taiwan region of our country is rather successful in drawing lessons from the United States'securities private offering and offering us much useful experience for the construction of the relevant legal system in the mainland area of china.This paper draws lessons from the United States and Taiwan region by mainly utilizing such means as comparative analysis, historical analysis, and aims to perfect the regulatory scheme of the private offering in China. The paper intended to research and discuss in the following four chapters by the title of"The Research on Legal System of Securities Private Offering".Chapter One, the research on basic issues of securities private offering. For the reasons that its operation can save financing offering cost, supervision cost, eliminate the phenomena of dissymmetrical information, possess high flexibility and confidentiality, embodying rapid financing efficiency in capital market. The writer introduces some basic issues of securities private offering. Securities private offering have many factors like aiming at special objects, the limitation of the offering object qualifications and number, the limitation of private offering approach, the demand of information disclosure, the limitation of resale. This part define the private offering by different scholars'viewpoints and different countries'regulations, and introduce the scope of the private securities. On the basis of this, the writer analyze the advantages and disadvantages as well as its characteristics.Chapter Two, comparative study for the legal system of securities private offering in typical counties and regions. In this part, the writer selects private offering in America and Taiwan region of China to be the referent object. The America securities private offering has been already perfect by more than seventy years. It is meaningful for us to make research on the America securities private offering laws and regulations when we regulate the private offering actions in reality. Private offering of Taiwan region adopts America'method a lot and has had a relatively complete standard system. But it exist some defects and deficiency shorts. The writer mainly analyses the detailed contents of three laws and regulations of Article 4(2) in Securities Law(1993),Regulation D(1982) and Rule 144A(1990) when introduces and analyses the legal system of private offering in America and concludes its characteristics. However, when introducing the legal system of private offering in Taiwan region of China, the writer analyses and concludes its characteristics and mainly contents based on the related regulations of"Corporation Law"and"Securities Exchange Law"in Taiwan. And compare them through above analysis.Chapter Three, the historical evolution of Securities private offering and legislation. First, the writer introduce the historical evolution of our country's private offering. We can find the clues of private offering in the early interior employees stock offering, the ration between securities investment fund and legal person and in the offering of B stock being under persistent exploration. Our country applies private offering to many areas of security market. Private offering regulation also scattered among various departments and at different levels of legal documents. The regulation in our country currently concerning the private offering belongs to parts rules and separated legislation which lead to the indistinction and uncertainty of private offering system and make the validity confined to a certain scope. Second, the writer introduce the rule about private offering in new"Corporation law"and new"Securities law". Though the new"Corporation law"and"Securities law"in our country has not adopt"private offering"directly, some relevant regulations has sketched the fundamental system frame about securities private offering. This indicates"securities private offering"is not forbidden by Chinese law. However, the legislation does not establish the relevant system from the legal elements of private offering, which lead to the no-normalization of private offering behaviors in the practice and the deviation from private offering in the standard sense.Chapter Four, the detailed tentative plan of establishing securities private offering legal system in our country. The writer puts forward many regulations advices respectively from the reform of the securities offering verification system, the definition of private offering object, improvement of information disclosure system and the establishment of legal liability in private offering legal system to construct China's securities private offering system. First, the paper introduces two supervision system about registration system and verification system, and put forward proposals for reforming the securities offering verification system of our country. Concerning private offering object, the writer suggest it should be determined according to the types of investors. On basis of this, the writer put forward rules for information disclosure system which can be followed. In the end, the writer place emphasis on the importance of appropriately setting liability in establishing the private offering legal system in our country and on the ratio of balancing civil liability, criminal liability and administrative liability. Only from protecting the investor'benefit, can we promote the equal and orderly development of security market.