Research Of Legal Issues Regarding The Stock Non-Public Placement

The development of economic can't get away from the healthiness of market, and the strong of business enterprise can't get away from the adequate fund. As a convenience path of business enterprise margin, stock non-public placement increasingly become a beneficial complement of stock public offering by dint of that it can open widely a business enterprise margin outlet, suppress the phenomenon occurrence of illegal raised capital, improve the company's manage structure, reasonably install resources of direct and manage, raise efficiency of direct and manage.In America, the law of security which is established in 1933 done private placement of stock provision, and established the legal position of stock private placement. In 2002, Taiwan of china also modification the law of company and the law of security exchange, explicitly take stock private placement as a category of security publish. Develop gradually along with our country security market with perfect, stock non-public placement as a stock market development and perfect outcome, also increasingly become the important margin method of the business enterprise in our country, and also established its basic system in newly the law of security, the law of management of the listed company security. But the existing system provision still stays around a rougher level, still exists a very big margin in the system provision with opposite and flourishing stock market of the United States and Taiwanese region, so it obstructs stock non-public placement advantage exertive, disadvantages in the margin of business enterprise. Therefore, this article take "Research of legal issues regarding the stock non-public placement" as the topic, drawing up four parts to carry on a study from the following, then put forward some suggest to perfect the non-public placement of stock.The first part, saying in all of stock non-public placement, this part from mainly analyzing the basic concept and differentiating the related concept to explicit the property of stock non-public placement. In addition, this part elaborates the realistic meaning of stock non-public placement and establishes the position of stock non-public placement within method of the business enterprise margin.The second part, the stock private placement law system of the United States and Taiwan in our country, this part mainly introduces the provision in the United States and our country Taiwanese region related law of stockprivate placement several important systems--issues examine system,publish corpus system, restriction to turn to sell system, information published system, to provide reference to four-part cent of perfecting of lawmaking in our country stock non-public placement.The third part, present lawmaking condition and shortage in our country stock non-public placement, this part mainly is around the provision of stock non-public placement in current the law of company, the law of security, the law of management of the listed company security of our country, analyzes present condition and shortage of provision, and makes it as the suggestion of the fourth part cushion.The Forth part, perfecting lawmaking suggestion in our stock non-public placement, this part established on fore three parts study, puts forward some suggestion to perfect lawmaking in common joint-stock company and listed company stock non-public placement from the angle of main systems—issues examine system, publish corpus system, restriction to turn to sell system , information published system of stock non-public placement.