Research On Securities Exemption Under Registration System

China proposed amendments to the Securities Law in 2015,the reform of the registration system is the bright spot and also the trend of the times.With the ideas of nationwide entrepreneurship and innovation gradually deepening,providing a more convenient financing environment for small and medium enterprises will be the need for market development,the general direction of registration system should also be with the exemption system,thereby reducing the financing costs of small and medium enterprises.However,the implementation of the exemption system must take full account of the balance between facilitator financing and investor protection.In recent years,the United States has made a large-scale revision of the securities law,and made a more comprehensive and humane provisions in the exemption system,at the same time,carried out a positive exploration in the supporting information disclosure and investor protection measures,which provides a reference for China to implement the securities exemption system.The development of China's securities market has similarities to the United States',with reasonable and effective reference to American experience which be amended by combing with China's national conditions can help us to avoid detours.There are four chapters in this paper,The first chapter is the overview of securities registration exemption.First introduced the value orientation of securities registration and reviewed exemption system of financing of small and medium-sized enterprises,including enhanced convenience and lower cost of investment and financing to encourage innovation;Then carries on the introduction to the securities registration exemption.The first part is the content of the Securities Act of 1933,which involving exempted securities and exempted transactions;The second part is the exemption of private placement,which introduces the Rule 146,Rule 501 and Rule 506 of Regulation D.Rule 506 that amended in 2013 eliminating the prohibition against general solicitation and general advertising to resale of qualified institutional investors.Thus it can be seen,the supervision of exemption of private placement in USA is gradually reducing;The third part is about small and additional issues exemptions.The regulation A+ in 2015 increases the amount of small and additional issues as well as establishes two tiers of offerings.In the same year,the proposed rule 504 also greatly increased the amount of the small and additional issues;The fourth is about crowd funding exemption,JOBS Act makes general provisions and initiates investment limitation system.The second chapter mainly explains the application of the registration exemption system.First introduced the development of China's securities law;second,it analyzed the shortcomings of our country's securities registration exemption system,including the legal provisions are not complete,the efficiency of repeated review is low;last,put forward our suggestions.The third chapter discusses the information disclosure of securities registration exemption.First of all,explored the defects of information disclosure in China's exemption system,the dual information disclosure system in China has been unable to meet the market demand and our country's MD & A information disclosure system lacks corresponding attention to the predictive information,and the absence of the guidance rules makes the MD & A system in name only;Then,analyze the information disclosure system in the USA,Firstly,talks about comprehensive information disclosure system;Secondly,combs MD & A information disclosure system,which makes clear about the importance of predictive information;Thirdly,talks about double review system and analyses the essence of the system is the perfect combination of federal law and state law.Last,introduces hierarchical disclosure system,which reflecting the balance between the size of the risk and the intensity of supervision.Finally,the author puts forward the reference of American experience to our country's system construction,including the gradual implementation of comprehensive information disclosure and the preparation of MD&A information disclosure guidelines.The fourth chapter discusses the protection of investors in securities registration exemption.The first part introduces the status quo of China's investor protection,China is still lack of specific investor protection measures;the second part discusses the system of protection of investors in the United States registered exemption,especially the investment quota system provides a new path for investor protection;the third part is the improvement of investor protection means in exemption system of China,including the introduction of investment quota system and to explore the public interest litigation system.