The Research On Legal Problems Of The Issue Of Private Placement Fund In China

Private placement Fund is one kind of investment funds, which is not through strict registration and collect capital in several invest institution and rich individual clandestinely. During the legislation of Securities Investment Fund Act, private offering has attracted more and more attention from scholars because of the lobby for legalization of private placement. It has become one of the most conspicuous legal issues in contemporary Chinese securities market. The issue system of private placement fund in our country is faced with a situation which has no legal basis, the research is also relatively weak .Private offering sprang from United States and developed very well, which was cited by more and more countries for reference. The private offering system was a complex normative legislation system which included Congress, SEC (Securities and Exchange Commission) regulations, as well as court rulings. There were three main adjust norms: Securities Law section 4(2) in 1933, Regulation D in 1982 as well as Rulel44A in 1990. Japan and China's Taiwan succeed in learning United States private securities issued legal system, which provided useful experience for China's Private placement funds had marked different features from the public offering in object, ways of issue, procedures and system of resale. Object was limited to a small number of specific investors; ways of issue was limited to privately; characteristics of procedures are which is exempted from registration; the subject, time and quantity of resale were also limited strictly by law. At the specific of private placement funds issue legal system, we should pay attention to the following problem: the norms on the object of issue, on fund managers, on the sources of funding, on advertising, on the means of issue, on the disclose of information and so on.It is the systemic project for Construct the Legal Establishment of issuing Private placement Fund. On the one hand, specific legislation is necessary, on the other hand, it's also important to get support from other relative laws.