Preliminary Analyze On The Supervising Legislation Of Securities Private Placement

Since entering WTO, to competing with trans-national enterprises, owing to the increasing demand for multi-level and facilitated financial methods and the development of institution investors including foreign funds , there will be a bright future for the securities private placement. For the said reason, the Securities Law of PRC revised in 2005 looses its regulations on private placement and sets up a preliminary general structure for securities private placement of China. It is just a first step comparing with the long way to go. To prevent risks arising from securities private placement, which have appeared in the past practice, is a very tough issue before legislators. For the aforementioned risk prevention issue, the Securities Law of PRC revised in 2005 did not mention it specifically, and there is still no relevant supervising rules promulgated by China Securities Regulation Commission on it until the date of this thesis submitted. This thesis uses methods of comparison analysis, history analysis and language environmental analysis etc. to probe to relevant issues on supervision legislation of securities private placement and plans to put forward some legislation suggestions on setting up or improving the Chinese supervision rules of securities private placement on the basis of the study on problems existing in the past practice and reference to supervising rules of America and Taiwan on private placement.There are six chapters altogether except preface and epilogue.Chapter 1 gives a definition on securities private placement. Firstly, it is from the definition of the stock and the connotative meanings of securities private placement to make a study basic point for the full text. Then this chapter further discloses the denotative meanings of the securities private placement through separate analysis on the existing status and the development of private placement in china, and the difference between securities private placement and illegal funds raising.Chapter 2 is to analyze the former performance of quasi private placement in china. This chapter points out that it is the lack of regulations on private placement that leads to depress raising efficiency and incur risks after analyzing the rules and problems on quasi private placement of securities and bonds in china.Chapter 3 is to analyze the basic problems of private placement supervisory regulations. This chapter makes a general introduction with regard to private placement supervisory legislations, then analyzes focusing on the value object of supervisory legislations and its legislation model. Based on the said analysis in this chapter, the chapter points out that the object of supervising legislation on private placement is security, efficiency and impartiality in conclusion. In order to form steady anticipation of the parties involving in private placement , reduce transaction cost , utilize the merit of private placement , we should make the supervising legislations at law level as possible as we can.Based on the analysis on Chapter 3, Chapter 4 to Chapter 6 discusses specific issue of supervising legislation on private placement. Chapter 4, Chapter 5 and Chapter 6 respectively focuses on study of supervision legislations of the access to private placement (preliminary supervision legislation), restrictive rules for private placement (inter-process supervisiory legislation), and legal responsibility structure on private placement (post supervisory legislation), and absorb successful experiences on the said supervision legislations of America and Taiwan. It is through the analysis in the said chapter, the author proposes initial suggestions on supervising legislation of private placement based on consideration of present status of Chinese capital market.