Research On Securities Shelf Offering System

Taking securities shelf offering system as the main line, this article has studied from thefour aspects, i.e. the fundamental principle of securities shelf offering system, the securitiesshelf offering system of America and its experience, the practical condition of the securitiesshelf offering system of our country, and the legal countermeasures to optimize and improvethe securities shelf offering system of our country, by analytic methods like historical,comparative and normative demonstration.The reasonable cognition of securities shelf offering system is the beginning of this study.The first section analyzes the issues regarding the fundamental principle of securities shelfoffering system from three aspects, i.e., the institutional connotation, theoretical foundationand value appeal. In the view of institutional connotation, securities shelf offering system is alegal mechanism related to the promotion of the refinancing efficiency of listed or publiccompanies, which emphasizes “once approved or registered, repeatedly issued”; as for thetheoretical foundation, theoretically based on information economics, i.e., informationvalidity and equivalence, securities shelf offering system stresses the reality and possibility ofeffective communication of information and that there should be no difference in its functionincurred from the difference of presentation of information with same nature; from theperspective of value, securities shelf offering system sufficiently highlights the legal value ofmodern society, i.e., the efficiency, equity and order of legal value and the balance andcoordination between each other.The second section analyzes the following three dimensions-the origin andtransmutation, the argument during issue and implementation, and the system content andpractical experience in the view of history and development. First one is that, the origin andtransmutation of the system certainly profoundly reflects the boosting factors during theprocess from the initial formation to maturity and completeness of securities shelf offeringsystem; second one is that, in the part of argument during issue and implementation of thesystem, analyzing the system how to effect the interests of all stakeholders, and share prices inthe secondary market, raising capital, the market position of underwriters; third one is toinvestigate the content and practice situations of American securities shelf offering system,explore its realistic system foundation, system design and practice effect, thus providingfundamental system model for the transplantation and imitation of our country. The third section analyzes and evaluates the problems in system design, legislationmodel selection and supporting systems of securities shelf offering system of our country. Interms of system supporting and selection, the current information disclosure system andunderwriter due diligence rule of our country have not yet effectively matched with securitiesshelf offering system, and the information disclosure system urgently needs unification fromduality, while the underwriter due diligence rule urgently requires further improvement.Viewing from the legislation model, system content and practice of the securities shelfoffering system of our country, firstly, dispersive legislation model is the realisticrepresentation of the securities shelf offering system of our country, secondly, the securitiesshelf offering system of our country is still in the elementary development phase, which onlyapplies to bond issue, while there is still lack of institutional provision in stock issue. In otherwords, the securities shelf offering system of our country urgently requires further revisionand improvement both in the perspective of system supporting and the design of the systemitself.The fourth section puts forwards the countermeasures to optimize, improve and expandthe existing securities shelf offering system based on the development situation of thesecurities market of our country at the present stage. It specifically puts forwards a fine designof the securities shelf offering system of our country according to the statement of the abovethree sections and in combination of the institutional reality of America and China bycomparison. In the perspective of overall design thought, realize the transformation from legalcapital system to authorized capital system or compromised authorized capital system of thecompany, realize the coupling of approval and registration of bond issue, and realize step bystep the advancement from dispersive type to uniform type of the legislation model ofsecurities shelf offering system; in terms of the design of the system itself, thoroughly andsystemically design the subject qualification, security type, and the validity and revision ofsecurities shelf offering documents applicable for the securities shelf offering system based onthe institutional reality and market appeal of our country and by learning from the experienceof America; in terms of system supporting, realize the establishment of comprehensiveinformation disclosure system and the improvement of underwriter due diligence rule.