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Study on the Regulations of Private Offerings in America

Author: ZhaoMingZhu
Tutor: ZhouHongJun
School: East China University of Political Science
Course: International law
Keywords: U.S. Securities Act Private placement Exemption from registration
CLC: DD912.28
Type: Master's thesis
Year: 2010
Downloads: 298
Quote: 1
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Abstract


The private placement issue is a non-public way, for a specific object, and by the specific legal rules to regulate the securities public offering of the corresponding securities issuance way. The private placement legal system is the regulation of the legal rules of general audit system of the private placement, the issue of object, information disclosure, distribution methods, and resale restrictions. The private placement of securities to reduce the transaction costs for issuers and investors, improve the efficiency of the transaction, its privacy and flexibility precisely to meet the demand of the capital market in terms of rapid financing. Non-public offering of securities private placement, only for a specific object and of itself illiquid private securities will bring some risk, especially for investors. Therefore, for private placement must establish a systematic and comprehensive legal regulation system. The United States as the birthplace of the legal system of the private placement issue, private placement legal system after years of development and change, always guided by the market, has formed a relatively sound and stable system. Taken by the United States Securities Regulatory Commission, SEC Securities private placement exemption from registration system, compared to the public offering of securities, the exemption from registration system to give a private placement transaction convenience, transaction costs, management costs, greater advantage. Advantage of the efficiency of the private placement, it is an urgent need at this stage of China's economic development, our current capital allocation has also been a large number of private placement. However, the legal system of private placement significantly behind the present level of economic development, vaguely defined law on the private placement, the lack of a systematic and complete legal system. The new \As compared to the the Chinese private placement legal system is in its infancy, the U.S. private placement legal system is already quite mature. This article will focus on the U.S. private issue of the legal system, and worthy of China's legislature learn from efforts to analyze the U.S. Securities Act, which proposed the establishment of a few suggestions to improve the legal system of private placement. The first part of this paper describes the private placement in the U.S. Securities Act and its related concepts. The second part of the systematic analysis of the 1933 Securities Act Section 4 (2) under the private placement defined by the law. The third part introduces private placement under Regulation D safe harbor rules. The fourth part of the U.S. private placement issue of the legal system to make brief Analysis. The fifth part is the introduction to the legal system of Taiwan, China Securities private placement and Analysis. The sixth section describes the current development of China's private placement private placement of China's current legal system and practice, pointed out that China's private placement at this stage of the legal system on the private placement vague definition of the lack of systematic and complete system, and our private placement is bud, the development of the asymmetry between the two, for this stage of the development of capital markets has brought a lot of problems. Part VII summed up the U.S. Securities Act private placement basis of the legal system and the law and practice of China's private placement status quo, and then put forward some suggestions to establish a sound legal system of private placement.

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