Study On Regulation Of The Enterprise Private Placement In China

As one of important enterprise's financing ways, private placement has the financing advantage of convenience and cost savings in the issues. The efficiency inherent in private placement just meet the needs of China's booming market economy desperately development. However in our country, the concrete legal regulation on enterprise private placement is quite deficient and lead to private placement which is an important financing channel for enterprises unable to play its important, hindering enterprises'development and strength. So, it is very urgent and necessary to consummate the legal regulation on enterprise private and establish relevant legal system as soon as possible. On the base of the analysis of the legal principle theory of law and the reference to the related system of overseas and the Taiwan area, this paper reconsiders the present situation of private placement and the defective to the corresponding legal regulation and provides a number of constructive suggestions to the formulation and the consummation related laws and regulations, in order to establish a perfective private placement system. In this regard, the article will give a systematic discussion by the following four parts.The first part analyses the legal principle theory of law on enterprise private placement. Through to the related concept's definition and the comparative analysis, this part explains the connotation and the practice significance of enterprise private placement, which is one of civil legal relationship as well as a special trust legal relationship. In the legal value, private placement mainly manifests the efficiency value and the fair value.The second part introduces American and Our country Taiwan Area Enterprise private placement system and carries on the comparative analysis to discover and profit from its merits. Through 70 years development, the US private placement system has formed a mature legal framework. Taiwan is similar to Chinese mainland in the legislative tradition, so it is significant to study of American and Taiwan private placement systems. The private placement systems in US and Taiwan are discussed and compared respectively in this part to improve our private placement system in the future.The third part is an analysis about the legal regulation of private placement in our country and the defects in the rules. In the history, our country appeared many forms of private placement, but there is no detailed legal rule about it so far. Fortunately, the new "Company Law" and "Securities Law" construct the basic framework of the legal system about the private placement in fact and provide the basic principles. However compared with mature legislations in developed countries, it is still short of many system supports, such as the issue objects and ways for the private placement, information disclosure requirements, and share transfer restrictions and so on.Discussion in the fourth part is about some important issues on the private placement system in the future legislation and constructive suggestions on improving the legal regulation. The development of China's securities market is not yet mature and investor recognition and risk awareness is weak. Taking into these accounts, it is recommended that we should adopt Approval System cautiously. The issue objects can be targeted to first clear the eligibility requirements and on this basis to further determine the size requirements; information disclosure can be different according to the investor's ability to request the issuer to varying degrees of disclosure; in the ways of issue, the law is necessary to further clarify the public and private boundaries through the development of rules issued; On the private resale of securities, lawmaker should regulate the objects, methods, quantity of resale.