Study Of The Legal System Of The U.s. Equity Transfer

The dissertation aims to study legal system of transfer of shares in American corporations whereas to analyze and compare these regulations and rules with ours for improving share transfer provisions in Chinese Company Law.In the first chapter, it introduces the basic content and "dual structure" of American Corporation Law. Firstly, analyze certain provisions about share transfer and its principles and restrictions in Model Business Corporation Act. It's interesting that there are not only articles of incorporation in American corporation laws, but also there are by-laws. Secondly, choose corporation acts of three states, Delaware, New York and California, which are mostly favored by investors. Then, make comparisons among them in order to study and explain the specific legislations and regulations on shares transfer in these states. It is valid and enforceable so long as transfer of shares meets requirements by-laws or articles of incorporation or agreement between shareholders and corporation or shareholders.In the second chapter, it generalizes rules about how to make share transfer and avoid transfer restraints among shareholders or shareholders and their corporations from decided cases that are used to judge the validity of transfer of shares. Reasonable restriction rule and Tu-Vu rule, which are frequently used by judges to decide the validity and reasonableness of transfer of shares. Under the Securities Act of 1933, Rule 144 is used for governing the resale of securities acquired in unregistered private placement, in this section, focusing on resale of restricted securities; it is also meaningful to study Rule 144.In the third chapter, it is suggested that we'd better adopt some advanced regulations and rules of transfer of shares based on the analysis of last two chapters. Through scrutiny of statutes in American Corporation Law of three states and these rules generalized, there are lots of loose authoritative stipulations empowering shareholders to reach by-laws or articles of incorporation to set the transfer restriction. In a word, we must take all the concrete situations in China into account in order to make improvement after careful comparison.