Legal Control Of Market Risk Regarding The Securities Private Placement In China

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 operating rules promulgated by China Securities Regulation Commission on it. This thesis uses methods of comparison analysis, history analysis and practice analysis, with a focus on legal control of risk arising from the securities private placement and the evolution of government supervision, 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 operating rules and supervision of securities private placement on the basis of the study on risks existing in the past practice and reference to law system of America and Taiwan on private placement.Other than preface and epilogue, the scheme of the discussion is divided into five chapters as follows.Chapter 1 gives a definition on securities private placement. Firstly, it is from the definition of the stock and the meanings of securities private placement to make a study basic point for the full text. Then this chapter further discloses the connotative and denotative meanings of the securities private placement through separate analysis on the difference between securities private placement, public placement and illegal funds raise.Chapter 2 is to analyze the general theory of the stock market risk and the basic values of the laws on the security risk control. On the basis of the analysis, the author research the existing market risk of securities private placement in China through the method of case introduction, and point out the lack of legal control on private placement that leads to depress raising efficiency and incur risks.Based on the analysis on Chapter 2, Chapter 3 to Chapter 4 discusses the legal operating rules of securities private placement, with a focus on the regulation of action of parties involving in private placement. It is through the analysis in the said chapters, the author proposes initial suggestions on the legal operating rules of private placement based on the consideration of successful experiences on the rules of American and Taiwan and present status of Chinese legislation.Chapter 5 is to analyze the basic problems of private placement supervisory regulations. This chapter makes a general introduction with regard to private placement supervisory legislations, 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.