Legal Definition Of The Offeree In The Securities Private Placement Offering System

Securities private placement has become an important financing way in the capital market, and it can offer an convenient channel to resolve the shortage capital for enterprises. Whereas, how to balance the profit of the offeree at the same time in the enterprise's finacing is the emphasis of designing Securities Private Placement System. Based on China's current law system there is no system about securities private placement, and there is no law designing the offeree in the Private Placement System, so this paper takes the title of legal definition of the offeree in the securities private placement system, analyzes and compares the correlative law criterions and practices in countries of mature legislation, reviews the gain and loss in the criterions and practice on offeree in our country, discusses the number standard and eligibility criteria of offeree in the securities private placement system in the current situation of our country.This paper is divided into four sections elaborates on legal definition of the offeree in the securities private placement system:The first section mostly discusses the necessity on legal definition of the offeree from the dissymmetry existing in securities private placement system and the defect of exchanging cost highly.The second section analyzes the legal and practice experience about definition of the offeree on the America, Japan and TaiWan region of our country, sums up the mature modus operandi of these countries and region about the offeree, include: do not give up restricting the number of the offeree ; strictly restrict the eligibility of the offeree ; especially predilection for institutional investor and provides the basis for the reference about legal definition of the offeree in securities private placement offering system for our country;The third section retrospects the legislation and practice on securities private placement offering, and reviews the standard of defining offeree thereinto, points out that it exists the defects in regard as defining the offeree legally, for example, it is lack of the uniform standard, the law level is low and the operation is confusional and so on; The fourth section discusses how our country defines the offeree on securities private placement system in the underway situation about the private placement market. This thesis suggests that our country should adopt the method combining the basic principle and certain criterion measures, take the start point on "Do not relate to public interest", balance the appeal between efficiency and fair value, establish the system of combining the uniform regulation and multilevel regulation, and define the number and eligibility on securities private placement system in our country. This thesis brings forward that the offeree in securities private placement offering is composed of the three main categories: one is the institutional investor in the law specially provision; two is the natural persons, legal persons or fund that comply with the conditions set by the competent authorities; three is the director, manager and supervisor of the offering company and affiliates. The summation of the number behind the two categories persons are not over 50.