中国私募证券转售法律制度研究
发布时间：2018-09-03 18:35
【摘要】：中国现行法律法规已经初步确立了证券私募发行的制度框架，但私募发行的转售制度由于存在重大漏洞导致发行人很容易与关系人或其他投资者共谋以私募证券转售为手段实现违法公开发行证券的目的，监管缺失往往会使广大投资者的利益受到损害，并且私募证券发行人滥用私募发行豁免也会冲击正常的证券市场秩序，故需要对私募证券的转售问题进行规制。同时我们也应当认识到限制私募转售必定会影响到私募证券的流通，在私募证券流通不畅，风险不能转移的情况下势必会打击投资者的热情，这对于私募的发展是极其不利的。因此，我们必须要在保证私募证券流通及限制私募转售之间寻找平衡，使私募证券的发行既能便利筹资又能保护投资者利益。本文在遵循上述宗旨的前提下，分析总结了中国私募证券转售现状，参考美国私募证券转售的先进经验，从交易市场建设、法律制度完善及责任追究三个方面提出建议，，以期完善中国的私募证券转售制度。 本文共包括引言、正文与结语三个部分，其中正文分为四章： 第一章介绍了中国及美国对私募证券的界定，并从公平价值和效率价值两个角度评析了私募证券转售限制的意义。 第二章是中国私募证券的现状及缺陷。本章将私募证券分成私募股票、私募债券和私募基金三大类，并根据不同类别梳理中国现行法律法规对私募证券转售的规制，在此基础上指出目前中国私募转售制度存在的问题。 第三章是美国私募证券转售经验的借鉴。本章介绍了美国私募证券转售制度的演变，对私募转售规则144及规则144A进行评析，分析总结美国私募转售制度的借鉴价值。 第四章是中国私募证券转售制度的完善。首先，笔者建议将转售场所分为一般转售场所和特别转售场所，建立私募证券转售流通平台；其次，在法律制度层面上，笔者建议对不同的交易场所设置不同的转售规则，并对私募基金份额转售及非自愿性情形下导致的转售作了不同的法律制度设计，逐步完善中国的私募证券转售制度，推进私募证券市场的发展；最后，完善违法转售私募证券的责任追究制度，统一立法，并明确违法转售私募证券发行人及转售人的法律责任。
[Abstract]:China's current laws and regulations have preliminarily established the institutional framework for the private placement of securities. However, due to the existence of major loopholes in the resale system of private equity issuance, it is easy for the issuer to conspire with related parties or other investors to use private equity resale as a means to achieve the purpose of illegal public offering of securities. The lack of supervision often impairs the interests of investors, and the abuse of private equity issuers' exemption from private equity issuance will also impact the normal order of the securities market, so it is necessary to regulate the resale of private equity securities. At the same time, we should also realize that restricting private equity resale will definitely affect the circulation of private equity securities. If private equity circulation is not smooth and risk can not be transferred, it is bound to dampen the enthusiasm of investors, which is extremely unfavorable to the development of private equity. Therefore, we must find a balance between ensuring the circulation of private securities and restricting the resale of private equity, so that the issuance of private equity can not only facilitate the raising of funds but also protect the interests of investors. Under the premise of following the above purpose, this paper analyzes and summarizes the current situation of private equity resale in China, refers to the advanced experience of private equity resale in the United States, and puts forward some suggestions from three aspects: the construction of trading market, the perfection of legal system and the investigation of liability. In order to improve China's private equity resale system. This paper includes three parts: introduction, text and conclusion, in which the text is divided into four chapters: the first chapter introduces the definition of private equity in China and the United States. From the perspective of fair value and efficiency value, this paper analyzes the significance of private equity resale restriction. The second chapter is the current situation and defects of China's private equity securities. This chapter divides private securities into three categories: private equity, private equity and private equity, and combs the regulation of private equity resale according to different categories of Chinese laws and regulations. On this basis, it points out the problems existing in China's private placement resale system. The third chapter is the experience of private equity resale in the United States. This chapter introduces the evolution of the private equity resale system in the United States, analyzes the private equity resale rules 144 and 144A, and analyzes and summarizes the reference value of the private equity resale system in the United States. The fourth chapter is the perfection of China's private equity resale system. Firstly, the author suggests that the resale place should be divided into general resale place and special resale place to set up private equity resale circulation platform. Secondly, on the legal system level, the author suggests that different resale rules should be set up for different trading places. In addition, the author designs different legal systems of private equity resale and involuntary resale in order to perfect China's private equity resale system and promote the development of private equity market. Improve the liability investigation system of illegal resale of private securities, unify legislation, and clarify the legal responsibilities of the issuers and resellers of illegal resale of private securities.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：D922.287
本文编号：2220821
[Abstract]:China's current laws and regulations have preliminarily established the institutional framework for the private placement of securities. However, due to the existence of major loopholes in the resale system of private equity issuance, it is easy for the issuer to conspire with related parties or other investors to use private equity resale as a means to achieve the purpose of illegal public offering of securities. The lack of supervision often impairs the interests of investors, and the abuse of private equity issuers' exemption from private equity issuance will also impact the normal order of the securities market, so it is necessary to regulate the resale of private equity securities. At the same time, we should also realize that restricting private equity resale will definitely affect the circulation of private equity securities. If private equity circulation is not smooth and risk can not be transferred, it is bound to dampen the enthusiasm of investors, which is extremely unfavorable to the development of private equity. Therefore, we must find a balance between ensuring the circulation of private securities and restricting the resale of private equity, so that the issuance of private equity can not only facilitate the raising of funds but also protect the interests of investors. Under the premise of following the above purpose, this paper analyzes and summarizes the current situation of private equity resale in China, refers to the advanced experience of private equity resale in the United States, and puts forward some suggestions from three aspects: the construction of trading market, the perfection of legal system and the investigation of liability. In order to improve China's private equity resale system. This paper includes three parts: introduction, text and conclusion, in which the text is divided into four chapters: the first chapter introduces the definition of private equity in China and the United States. From the perspective of fair value and efficiency value, this paper analyzes the significance of private equity resale restriction. The second chapter is the current situation and defects of China's private equity securities. This chapter divides private securities into three categories: private equity, private equity and private equity, and combs the regulation of private equity resale according to different categories of Chinese laws and regulations. On this basis, it points out the problems existing in China's private placement resale system. The third chapter is the experience of private equity resale in the United States. This chapter introduces the evolution of the private equity resale system in the United States, analyzes the private equity resale rules 144 and 144A, and analyzes and summarizes the reference value of the private equity resale system in the United States. The fourth chapter is the perfection of China's private equity resale system. Firstly, the author suggests that the resale place should be divided into general resale place and special resale place to set up private equity resale circulation platform. Secondly, on the legal system level, the author suggests that different resale rules should be set up for different trading places. In addition, the author designs different legal systems of private equity resale and involuntary resale in order to perfect China's private equity resale system and promote the development of private equity market. Improve the liability investigation system of illegal resale of private securities, unify legislation, and clarify the legal responsibilities of the issuers and resellers of illegal resale of private securities.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2013
【分类号】：D922.287
【参考文献】
相关博士学位论文 前1条
1 杨柏国;中国私募证券法律规制研究[D];华东政法大学;2011年
本文编号：2220821
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