Research On The Legal System Of Non-public Offering Securities Resale

The legal framework of non-public offering is established by the Securities Law ofChina in2005.However,there are so many defections in the legal system oftransferring non-public offering securities which is one of the most important part ofnon-public offering.Consequently,a large number of disguised public offerings whichin the name of transferring non-public offering securities have succeeded avoiding thesupervision of securities regulatory authorities.That not only hurt the interests ofinvestors,but also go against the original intention of legislation.In the meantime,these behaviors which disturb the order of securities market have a bad impacton the legal system of transferring non-public offering securities as well as the publicoffering.In view of this,the author firstly analyzes the disadvantages and limitationsof the legal system of transferring non-public offering securities in China.Andthen,this paper elaborates the rules of transferring non-public offering securities in theUSA which called the Rule144and Rule144A,and the legal liability for illegallytransferring non-public offering securities.Based on the analysis of the value of thelegal system of transferring non-public offering securities in USA,the suggestions ofestablishing the legal system of transferring non-public offering securities have beenmade.This dissertation can be divided into three parts,Introduction,Main body,andConclusion.There are four chapters in Main body which as followed: Chapter one,the author analyzes the concepts of non-public offering andtransferring of non-public offering securities.The author also points out that in certainconditions,the transferring of non-public offering securities may turn into publicoffering which called secondary distribution.Chapter two,the author introduce the status of the legal system of transferringnon-public offering securities in China,and reveals the defections in this system.Thischapter includes two parts which are the status of the legal system for the transferringnon-public offering equity securities and the status of the legal system for thetransferring non-public offering bond securities.In the first part,the author points outthat the main problem is disorder in the transferring non-public offering equitysecurities because of the imperfection of law.In the second part,the author exposesthat the major defection in the legal system for the transferring non-public offeringbond securities due to different legislations drafted by different regulators,whichcannot form a unified system.Chapter three,the author comprehensively analyzes Rule144and Rule144A whichprovide with two ways of transferring non-public offerings in the USA as well as theliability of illegal transferring non-public offerings.Through the research,theexperiences of transferring non-public offerings in the USA is obtained.Theexperiences lie in the balance liquidity of non-public offering,the specific legal systemof transferring private offerings and the appropriate punishment for the illegaltransferring non-public offerings.Chapter four,the key point of the chapter is summery and evaluation of theadvanced experiences of developed counties,on which the author is based to throw outsome suggestions for establishing legal system of transferring non-public offeringssecurities in China.Firstly,the author suggests that establishing legal system oftransferring non-public offerings securities should clear concepts andtheories.Secondly,the author proposal that it’s necessary to improve the specificsystem and strengthen monitoring.