Legal Issues On Information Disclosure Of IPOunder Condition Of Registration System

Information disclosure of IPO under condition of registration system calls some new requirements, information disclosure should be investor-oriented, information disclosure requirements the securities regulatory authorities change regulatory functions during the auditing process, require the content and procedures of information disclosure to further improve.Firstly, under the conditions of the approval system the issue information disclosure focus on substantive review, the securities regulatory authorities hold the right to company’s chance to issue and on the market. This model has a series of problems: the effect of substantive examination is not good, you can not prevent fraud issue; leading to low efficiency, securities issuance becoming a scarce resource; leading investors dependent on auditing by the securities regulatory authorities, investors lack of independent analysis of information and the ability of independent decision-making; penalties for agencies is not high, leading agencies do due diligence in the process of securities issue.Information disclosure of IPO under condition of registration system is form auditing-based, as long as the issue of information disclosure is true, accurate, complete, then the company can issue securities. Information disclosure of IPO under condition of registration system is based on highly liberalized market, whether there is liberalized market basis for China’s securities market still unknown.Otherwise, approval system and registration system are all required for fully disclosure of information, whether or not focusing on the substantive review is not the only distinction between approval system and registration system. The registration system should focus on the protection of investors’ benefits.Secondly, there are differences of issue information disclosure between approval system and registration system conditions: First, the object for issue information disclosure under conditions of approval system is mainly for securities regulators while under registration system is investor-oriented, the information is more important to investors; Second, the issue information disclosure under conditions of approval system include substantive auditing, while registration system tends to form audit.The United States has set up a typical, representative securities issuance registration system, the securities issuance registration system is based on adequate information disclosure and anti-fraud at the core. In these two basic principles, the United States securities issuance registration system set forth in the registration form, prospectus as well as a series of rules and regulations about the release of information disclosure requirements. The US registration system has its special exemption from registration and prediction information disclosure system. Adapt to the needs of market development in recent years, the US Securities issuance information disclosure did much advance in the electronic disclosure and plain language.On the basis of learning from the United States registration system of issue information disclosure, the paper suggested to focus on investors and change securities regulatory functions as the core of the disclosure, and rethinking the disclosure of information on the current legislative status. Investors-oriented issue information disclosure requirements to strengthen comprehension of information disclosure, establish and improve electronic information disclosure system, improve the information disclosure rules; Changes in the regulatory functions of the issue information disclosure requirements of regulatory bodies to establish a "whole process" information disclosure regulatory philosophy, Regulatory authorities in the regulatory process should know how to "leveraging" and should form a "force" with exchanges’ supervision, and increase the agency responsible for the punishment ofindividuals.In addition, the paper talked about the legislative problem for the current issue of information disclosure issues. First, the law is too scattered, and the effectiveness of the law is not in high stage. Second, the legislation emphasis on profitability about the issue of information disclosure, and have less attention to the disclosure of predictive information. Finally, the current legislation equals issued information disclosure and information disclosure on market. However, they must be completely separated.Lastly, this paper summarize the issue of disclosure of information under the conditions registration system, pointing out some shortcomings, and described the issue of disclosure of information on the other side, that is the issue of cost and trade secret protection. In addition, the article also believes that research on exemption system of information disclosure in United States’ Securities Act of 1933 may be more meaningful than the registration system itself.