Private Placement Of Securities Issued Legal Issues

The theme of this article is "Research of legal issues regarding the securities private placement in China". The article seeks to analyze the status quo of China's securities private placement, the necessity of establishing securities private placement law in China, and how to make it out. The USA has the most developed and perfect legal system of securities private placement, " By other's fault, wise men correct then-own", so, when constructing China's securities private placement law, this article seeks to draw lessons from USA from the perspective of comparative study.In addition to the comparative study which used through the whole article, historic study and empirical study have also been applied in the article. Historical study has mainly been applied in analyzing the evolution of USA's legal systems of securities private placement in chapter I. Empirical Study has mainly been applied in analyzing the necessity and urgency of establishing China's securities private placement law in chapter Ⅲ.The scheme of this article is divided into foreword and four chapters as follows:Foreword mainly illustrates the research background , defines two important terms- "security" and" private placement";Chapter Ⅰ, Analysis of USA's legal system of securities private placement. This chapter mainly analyses the evolution of USA's legal system of securities private placement, which stemmed from Section 4(2) in the Securities Law of 1933, from the perspective of legislative history. The analysis focused on four representative legalnorms - Section 4(2) in Securities Law (1933), Regulation D (1982), Rule 144(1972) and Rule 144A (1990). These four norms not only represent USA's developed and perfect legal systems from the perspective of legislative technique, but also reflect the "balanced" and "advance with times" idea, which incarnated through all the evolution of USA's securities private placement law, from the perspective of legislative ideas;Chapter Ⅱ, Review of the status quo of China's securities private placement. This chapters' review mainly from two aspects-legal norms and relevant practices.From the aspect of legal norms, the new Company Law and Securities Law removed the biggest obstacle for the development of private law, but specific norms still remain absent. From the aspect of relevant practices, the lack of unified norms makes practice unruly. Next, this chapter analyses part reasons that result in the status quo of China from the perspective of legislative history. The analysis lead to a conclusion that the absent of private law is only a temporary status quo;Chapter III, The necessity and urgency of establishing China's securities privateplacement law. This chapter first introduce two cases------Liuyang ChemicalFactory' s restructuring case and the case of Sun Dawu, which visually reflect the necessity and urgency of establishing China's securities private placement law from two sides. Next, this chapter more systematically discusses the necessity and urgency from seven aspects, as in favor of resolving minor enterprises' financing difficulties;Chapter IV, The plan of establishing China's securities private placement law. This chapter is divided into three sections. Securities Issue Examination System is the precondition of the plan, so, it's discussed in the first section. After identifying the precondition, the second step of our plan is enacting the relevant laws and regulations as soon as possible, to fill the legal vacancy. In this section, penman doesn't want to discuss as legislative proposals, but mainly from the perspective of legislative ideas, which we should learn from USA. If establishing a China securities private placement law de novo is relatively easy, how to improve the relevant supporting system to enable the law useful and vigorous is not easy. So, what the third section discussed is how to improve the relevant supporting system, to accelerate the development of the practice of securities private placement.