Study On The Securities Private Placement In China

Securities private placement is regarded as an indispensable method of financing, which plays an important role in the field of financing invention, Venture Capital, reorganization of shareholder's rights and so on. The title of this dissertation is Study on the Securities Private Placement in China, and it pays special attention to the scope of the securities and the standard of private placement in China.This dissertation consists of five parts.Part One is about the definition, development and fundamental principle of securities private placement. This part primarily introduces the securities private placement by making a comparative study on the definition, advantages, historic development and relevant concepts. Meanwhile, the problem of Asymmetric Information and principal-agent is also discussed according to relevant theory of Institutional Economics. Then the general aim of legislation of the securities private placement is proposed. Finally, it discusses the value and significance of the establishment of securities private placement system in China.Part Two is the introduction and consideration of the practice and legislation with some private placement characteristics in China. This part makes an introduction and classification of the practice and legislation with some private placement characteristics in China, including employee's shares, initial private offering of shares, non-public offering of financing bonds and so on. With the analysis made above, this part considers the scope of the securities and the standard of private placement to be two emergent problems in the process of legislation on securities private placement.Part Three discusses the scope of the securities and the standard of private placement in United States. This part introduces the scope of the securities in the Securities Law of 1933, especially on the Howey test of investment contracts. Then the standard of private placement in United States is researched through introduction of SEC v. Ralston Purina Co.Part Four is about the improving on the scope of the securities and the scope of objects regulated by legislation on private placement in China. This Part argues that the scope of securities in China is too limited on the basis of the analysis of the Securities Law of China. Considering the Howey test of investment contracts and the current situation of securities market in China, this part discusses the scope of objects regulated by legislation on private placement in China.Part Five is about the improving on the legislation system and the concrete institutions of securities private placement. First of all, this part introduces the legislation system, the provision of securities private placement in China and the deficiency thereof. Secondly, this part makes some primary legislation proposals on legislation system, style of supervision, the standard of private placement, information disclosure, redistribution, fault provisions and civil responsibility concerning securities.