Research On The Legal Issues Of Private Placement Of Bonds

Private placement is relative with the public offering, it have five characteristics: the specific investors, regulation not strictly, limited issuance ways, lower liquidity but higher financing efficiency. So the private placement bonds as a kind of private placement also has its features, which makes the private placement bonds to broaden the financing channels for small and medium enterprises in our country, to alleviate the difficulties in financing the status quo, increased private capital investment channels, and has important significance to guide the private capita growing healthy.Private placement bond starts late in China. Our law allows private placement bonds including subordinated debt issued by Securities Company, subordinated bonds issued by banks and limited bonds issued by insurance companies. They are quasi private placement bonds. SME private debt issued in Shanghai and Shenzhen stock exchanges and other private placement bond trading in the OTC market. At present, private bond market in our country doesn’t seem to be good to play its function of direct financing tool, which is mainly due to private debt on China’s capital market is still a new thing, the relevant laws and regulations are not perfect, the existence of private offering legal system is not perfect, the issuer range limit too strict, lack of resale restriction, information disclosure not specific.Therefore, this article analysis the related provisions of America and Taiwan area of private debt, in the issuer’s qualifications, object of private placement, private securities resale restrictions, private placement of securities information disclosure system, the four private offering legal problems are discussed in detail, then summary their advantages and analysis of the provisions of America and Taiwan area. On this basis, to improve China’s legal system of private bond issue, this article put forward five suggestions: broaden the scope of private bond issuers, perfect the relevant regulations of investors, build private bonds transfer safe harbor in our country, improving rules for information disclosure, perfecting the legal system of private placement in China.