Studies On The System Of Private Offering Issurer

There are two basic approaches to security market to realize its financial function: issuing private offering and issuing public offering. With less costs and higher efficiency which issuing public offering lacks of, issuing private offering is widely and quickly applied through the entire world. Issuance of private offering is playing more and more important role in the capital market. Every country determines the legalization of the issuance and also standardizes it. The improved legal system of issuing private offering has been installed during the long process of practice and exploration. United States of America is the birthplace of legal system of issuing private offering. Guided by market and balancing the principles between financial facilities and protection of investors' benefits, the related specifications of issuing private offering develop steadily. Improved legal system of issuing private offering is established. In China, the Taiwan region draws on the USA' s legal system and learns from it, at the same time, Taiwan cautiously installs its own standardized issuance system of private offering. This practice provides for us beneficial experience of establishing the related legal system.From the development of our stock issuance market, the practice related to the issuance of private offering exists at the beginning. Because our stock market is designed according to "public offering, listed companies" from the beginning of installation, corporation law and stock law have been intended for public offering. The deficiencies of legal system pertinent to the issuance of private offering and absence of legal specifications definitely lead to improper development of issuing private offering, a confused and rudderless situation. Recently, with the development of our capital market, enterprises urgently need more channels of financing. Then new behavior of private offering appears in practice and develops quickly. However, the establishment of legal system obviously lags behind with many improper results.The participants of issuing private offering are mainly divided into two subjects: issuers and the objects to be issued. As initiator and executor, issuers play vital roles in the issuance of private offering. Whether the issuers behave properly has directly influence upon the stability and development of the issuance market of private offering. The establishment and improvement of issuer system of private offering has also directly influence upon the establishment and improvement of issuance system of private offering. At present when market economy has gradually taken shape and capital market has tended to maturity, we are required to consider and resolve these problems: 1 what kind of roles the issuance of private offering is expected to play in our stock issuance market. 2 how does legislation standardize it 3how to restrict the qualifications of the issuers.4what kind of legal position is expected to provide for the issuers. 5 what kind of legal responsibilities the issuers are expected to take. The thesis is titled as "the study of issuer system of private offering". Focused on issuers of private offering, the thesis analyzes the impediments and deficiencies of our issuer system of private offering and draws on the practice and experience in USA, Japan and Taiwan from the perspective of qualification, legal position and responsibility of the issuers. Some suggestions are proposed to improve our issuer system of private offering.There are three parts in this thesis:Part One proposes the problem. The problem is proposed with two related cases: our issuer system of private offering is required to be improved, including defining issuance and issuers of private offering, standardizing the issuers' qualification,legal position and legal responsibility.Part Two involves related theories concerning issuers of private offering, including related definitions of issuers, qualification and legal position of issuers, and responsibilities of issuers to take.Part Three enunciates the improvement of our issuer system of private offering. In view of our related practice concerning issuing private offering, this thesis summarizes our impediments and deficiencies in the process of establishing issuer system and makes some suggestions to improve our issuer system of private offering.