A Study On The Legal Regulation Of Directional Private Placement And Overall Listing

Miller, an economist has said that China dose not need more economics, but more legal. Market economy is the rule of law economy indeed. directional private placement and overall listing as a financial innovations can not be separated from the legal system as well. The important role of the legal is to change people's behavior through system, a reasonable mechanism to guide the risk of transmission from the source to prevent and resolve risks.Supervisal of CSRC on directional private placement mainly focus on: first, to require the listed companies and the specific person of directional private placement and overall to provide timely, accurate and complete information disclosure; second, through the normative acts of assets acquisition, to ensure the quality of the injected assets; third, require a reasonable share structure, to protect the interests of minor shareholders. Therefore, for directional private placement and overall listing, we must firmly grasp the three aspects above to improve regulations, from a legal level,.Directional private placement and overall listing is essentially a legal act of purchase new shares using assets as consideration. In this paper, the author takes the essential of purchase new shares using assets as the main line, legal group relationship as the main research tool, to emphasize the three aspects of regulation, raise question from practice, and analyze the problems by legal theory, finally combine the theory and practice to reach a conclusion.Academic achievements of this paper on directional private placement and overall listing are mainly three points: first, have a specific, systematic exploration and study on directional private placement and overall listing, to fill the blank of this area legal research; second, make clear this action is difference from non-public offering or private placement; third, cognize the action of purchasing new shares using assets as consideration as asset investment not asset transfer, and propose specific suggestions on flaw responsibility during this action.