On Legal Issues Of Listed Overseas About Enterprise In The Manner Of VIE Model

VIE is a oversea indirect listing framework which is effected by both policy constraints to foreign investment access and enterprise’s stumbling channels in financing market for evading supervision.Liberty of contract spirit in private international law field offers theoretical basis of contract arrangement between or among enterprises.Protocol control mode as a way of indirect overseas listing,it contains promote the internationalization of China’s securities market, improve the financing channels for enterprises, improve corporate governance and other value.Protocol control mode to build a more complex process, related to the Scheme of Arrangement is very thorough.Model builders abandon the traditional mode of ownership control is to avoid the restrictions on foreign investment and mergers and acquisitions for the purpose of regulatory approval.The United States, Hongkong as the first overseas listed Chinese enterprises, Chinese enterprises can accept the models listed in the registration system under the spirit of pursuing.Because of the specific avoidance motivation, the tacit approval of the domestic regulators and the inherent risks of the agreement, the model can be applied to the instability of the model.In practice, the outbreak of the control of the risk of the agreement, prompting the United States, Hongkong began to treat the use of the model of the listed companies.Domestic regulators have also changed the negative attitude of the past, promulgated the "foreign investment law(Draft for comment)",f the draft will come to a successful implementation, there is agreement on the control of the regulatory rules will be the first rise to the level of legal effectiveness,The implementation of the actual controller standards, information reporting system and other regulatory rules will further solve the problems faced by the existing regulatory.