流行的误解:“注册制”与“核准制”辨析
发布时间：2019-01-10 17:39
【摘要】：美国本土公司在美国境内IPO,在联邦制的宪政结构中,一般必须在联邦与州(发行或销售涉及的州)两个层面同时注册(联邦或州豁免注册的情形除外),这就是所谓的双重注册制(Dual Registration):联邦注册制以信息披露为主,联邦证券监管权限受到严格限定,而各州的证券发行监管一百多年来普遍实行实质审核,控制证券的投资风险。这是完整的美国本土公司IPO监管制度。目前我国国内教科书以是否存在实质审核为标准,将证券发行制度分为注册制与核准制,认为美国的注册制让公司IPO不必经受实质审核,从而引以为中国本土IPO监管改革的方向;而事实上,美国的双重注册制审核中充满了实质审核。中国公司赴美上市,属于在美国的国际板上市,豁免州的注册与实质审查,只需要在联邦注册。若只从外在视角单向度观察美国的IPO监管制度,将限制人们认识美国本土公司首发上市监管制度的全貌。
[Abstract]:In a federal constitutional structure in the United States, American domestic companies generally have to be registered at both federal and state levels (except in cases where federal or state exemptions are granted). This is the so-called dual registration system, the (Dual Registration): federal registration system is mainly based on information disclosure, the federal securities regulatory authority is strictly limited, and the securities issuance regulation of the states has been generally subject to substantive review for more than 100 years. Control the investment risk of securities. This is a complete IPO regulatory system for local American companies. At present, our domestic textbooks divide the securities issuance system into registration system and approval system based on the standard of whether there is a substantial audit or not. It is believed that the registration system in the United States makes it unnecessary for IPO companies to undergo substantive audit. Therefore, it is the direction of China's local IPO regulatory reform; In fact, the dual registration system in the United States audit is full of substantive audit. Chinese companies listed in the United States are listed on international boards in the United States, exempt from state registration and substance review, and only need to be registered at the federal level. If we only observe the IPO regulatory system in the United States from an external angle of view, it will limit people's understanding of the overall situation of the regulatory system of the listing of American local companies.
【作者单位】： 清华大学法学院;
【分类号】：F832.51
[Abstract]:In a federal constitutional structure in the United States, American domestic companies generally have to be registered at both federal and state levels (except in cases where federal or state exemptions are granted). This is the so-called dual registration system, the (Dual Registration): federal registration system is mainly based on information disclosure, the federal securities regulatory authority is strictly limited, and the securities issuance regulation of the states has been generally subject to substantive review for more than 100 years. Control the investment risk of securities. This is a complete IPO regulatory system for local American companies. At present, our domestic textbooks divide the securities issuance system into registration system and approval system based on the standard of whether there is a substantial audit or not. It is believed that the registration system in the United States makes it unnecessary for IPO companies to undergo substantive audit. Therefore, it is the direction of China's local IPO regulatory reform; In fact, the dual registration system in the United States audit is full of substantive audit. Chinese companies listed in the United States are listed on international boards in the United States, exempt from state registration and substance review, and only need to be registered at the federal level. If we only observe the IPO regulatory system in the United States from an external angle of view, it will limit people's understanding of the overall situation of the regulatory system of the listing of American local companies.
【作者单位】： 清华大学法学院;
【分类号】：F832.51
【共引文献】
相关期刊论文 前10条
1 曾世红;;证券交易机制研究[J];青年文学家;2011年17期
2 熊s，
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