| Securities private offering is the operation of economically developed countries and regions, more mature financing instruments, the modern capital markets as an indispensable link in the process of China's securities legislation is an important content can not be avoided. Securities private and public offering are two very different systems, private offering financing generating demand convenient, so the law to some extent deregulation efforts, some of its public offering exemption from the obligation to reduce its distribution costs,so provides a more liberal market environment. But the exemption is conditional, such as the issuer or investor qualification requirements, holding time, release methods and resale restrictions. Securities private offering generally emphasized the resale restrictions, and nature of liquid securities relative to discord, in essence, restricted the private offering market and healthy development. Despite the fundamental solution to this problem in the present may seem difficult, but within a specific range of persons and the sale of specific buyers for resale exemption from a certain extent, solve the liquidity of the securities blocked the problems the U.S. Securities and Legal Research on the provision of a good model.This paper uses empirical analysis, comparative analysis, historical analysis and other methods, focusing on analysis of the U.S. Securities Act and resale in the system with the private offering regulations closely related to the improvement process, trying to find a private offering and resold the legislative concept of the legal system, explore the idea of their solution, standardized content for China to establish a sound system of private offering and resale of recommendations put forward bias.This article includes introduction, body and conclusion. Introduction to guide the full text of intent to introduce topics of this paper, the problem to be solved, and to indicate to the securities and resale of securities private offering to the importance of solving practical problems. The main part from four aspects:The first part, an overview of the distribution system for the securities private offering. It is mainly involved in several basic concepts are introduced; and securities private offering by the background of the introduction, mainly from a historical perspective, study the origin of it; then introduced at the macro level, the U.S. federal and state securities regulatory system of legal norms.The second part, for the United States in privately issued securities laws and regulations related concepts. First, the U.S. Securities Act were introduced in the "exempt securities" and "exempt transactions", as the two concepts are to be presented with the following private offering exemption and resale of the system are closely linked, so the lay out. Then, specific provisions on the United States, "the Securities Act of 1933," Section 4 (2) the interpretation of this provision is a private offering exemption from the rules, very refined, also known as the nine-word term; and the Federal Supreme Court and the SEC issued on private offering exemptions applicable standards specific objective in all important cases, and notices. Finally, the specific provisions of SEC rules and regulations promulgated by the D reading of 506, in the above describes the various terms of Section 4 (2) requirement, D regulations to more mature attitude and learn lessons from the former, on the conditions of the private offering exemption a more objective and requirements.The third part of the private offering for U.S. securities and resale system. The first is devoted to the Interpretation of private equity resale restriction,restriction reasons, specific measures and resale rules into the analysis of the plight of three. Followed by the United States, "the Securities Act of 1933," Section 4 (1) introduces the clause exemption rules are non-professionals, is the resale restrictions of the exemption rules; and the SEC promulgated Rule 144, the rule of section 4 ( 1) the specific provisions of the standard tried, followed the private placement exemption criteria for judging ideas. Informal norms and then Section 4 (1-1/2) of the introduction, also known as the law of the law, mainly from the idea of breaking the rules on the 144, the "control resale" and the "control buyers" together. Finally, the SEC Rule 144A promulgated by the introduction, which is in absorption in the idea of the law on the basis of qualified institutional buyers for the resale exemption established, and thus form a rule 144A market, attracting foreign investors played an important role.The fourth part of the private placement of stock status and legislative proposals. First is to introduce the private nature of the securities practice of development. Then summed up the relevant norms and the status of the securities private offering and resale. Finally, on the resale of securities private offering and the inclination of the system proposed private offering, mainly from the necessity and construct ideas of construction the private offering and the resale,and the inspiration of American Law to talk about the legislative suggest. |
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