試論私募證券的轉(zhuǎn)售限制
發(fā)布時間：2018-07-31 05:08
【摘要】：改革開放三十多年以來，我國的市場經(jīng)濟(jì)快速發(fā)展，在此大背景下，以公開發(fā)行和交易所掛牌上市為主流的證券市場也得到了迅速發(fā)展，與之相比，包括私募證券在內(nèi)的“非主流”證券活動在中國嚴(yán)格的金融管制之下卻長期處于事實與規(guī)范之間。盡管立法缺位、監(jiān)管滯后，私募證券在事實層面上早已得到了長期的發(fā)展，經(jīng)歷了從“定向募集”到“準(zhǔn)證券非公開發(fā)行”再到近幾年的私募基金。與私募證券的發(fā)源地美國相比，我國立法對于私募證券的發(fā)行規(guī)定較為詳細(xì)，但私募證券轉(zhuǎn)售制度還很不完善。私募證券能夠很好地解決金融壓抑下的企業(yè)尤其是中下企業(yè)融資難的問題。同時，作為證券的一種，具備流通性是投資者的必然訴求，然而，對其進(jìn)行轉(zhuǎn)售限制也是十分必要的，監(jiān)管缺失可能會使得私募證券成為以私募之名為公募之實的工具，同時廣大投資者的利益也必將受到損害。因此，我們必須要在保證私募證券流通與限制私募轉(zhuǎn)售之間尋找平衡點，使私募證券的發(fā)行既能便利籌資又能保護(hù)投資者之利益。 本文從私募證券的基本理論入手，分析私募證券及轉(zhuǎn)售的概念、實踐中私募證券的種類。由于我國目前沒有建立完善的私募證券轉(zhuǎn)售限制機(jī)制，因此筆者簡要分析了私募證券轉(zhuǎn)售限制的一般性路徑，這構(gòu)成本文分析私募證券轉(zhuǎn)售限制的基礎(chǔ)。之后，筆者總結(jié)了美國在私募證券轉(zhuǎn)售限制方面的制度演變及制度經(jīng)驗，并在上述分析的基礎(chǔ)之上，提出了完善我國私募證券轉(zhuǎn)售限制機(jī)制的路徑。 本文共包括引言、正文與結(jié)語三個部分，其中正文分為四章： 第一章為私募證券轉(zhuǎn)售概述，分析了私募證券及轉(zhuǎn)售的定義，并結(jié)合實踐中私募證券不同種類總結(jié)了私募證券的分類，同時分析了私募證券轉(zhuǎn)售及限制的必要性。最后探討了私募證券轉(zhuǎn)售限制模式。因為我國目前沒有完善的私募證券轉(zhuǎn)售限制規(guī)則，所以筆者簡要分析了私募證券轉(zhuǎn)售限制的一般性路徑，包括市場、主體規(guī)則、交易規(guī)則以及信息披露四個方面，下文的分析以上述體例為基礎(chǔ)。 第二章是私募證券轉(zhuǎn)售的美國經(jīng)驗介紹。本章首先分析了美國私募證券轉(zhuǎn)售限制的制度演變，在此基礎(chǔ)之上，分別從市場、主體規(guī)則、轉(zhuǎn)售規(guī)則、信息披露等四個方面具體分析了美國的制度經(jīng)驗 第三章是中國私募證券轉(zhuǎn)售限制之檢討。本章從上述四個方面梳理了我國目前散見于各種法律法規(guī)規(guī)章中關(guān)于私募證券轉(zhuǎn)售限制的規(guī)定。通過本章分析表明，無論于哪一方面，我國目前私募證券的轉(zhuǎn)售限制都存在立法上的缺失。 第四章是我國私募證券轉(zhuǎn)售限制的完善路徑。筆者首先提出，要完善我國私募證券轉(zhuǎn)售限制規(guī)則首先需要確立投資者保護(hù)與私募證券流通的平衡理念，尤其需要考慮保護(hù)投資者的利益；其次，，我國需要完善證券場外交易市場，可考慮以三板市場為主體，建立統(tǒng)一監(jiān)管的私募證券轉(zhuǎn)售市場，同時這一市場分為一般轉(zhuǎn)售市場與特別轉(zhuǎn)售市場，一般轉(zhuǎn)售市場中更傾向于投資者利益的保護(hù)，而特別保護(hù)市場中則更加注重市場效率。再次，對于一般市場中的私募證券轉(zhuǎn)售規(guī)則，包括主體性規(guī)則、持有期間限制、轉(zhuǎn)售數(shù)量限制、信息披露等應(yīng)當(dāng)更為嚴(yán)格，而特別市場則可以適當(dāng)放松；最后，應(yīng)當(dāng)為金融創(chuàng)新預(yù)留空間，未來也可以針對特別種類的私募證券進(jìn)行特殊規(guī)定，同時在這一部分，筆者認(rèn)為，應(yīng)當(dāng)將非自愿性的私募證券“轉(zhuǎn)售”排除在限制制度之外。
[Abstract]:Since the reform and opening up for more than thirty years, the market economy of our country has developed rapidly. Under this background, the stock market, which is the mainstream of public issuance and listing, has also developed rapidly. In contrast, the "non mainstream" securities, including private securities, has long been in fact under the strict financial control of China. In spite of the absence of legislation and the lag of supervision, private securities have long been developed on the factual level, experienced from "directed raise" to "non public issuance of quasi securities" to private equity funds in recent years. Compared with the origin of private securities in the United States, China's legislation has a more detailed regulation on the issuance of private securities. But private securities resale system is not perfect. Private securities can solve the problem of financing under financial repression, especially in middle and lower enterprises. At the same time, as one of the securities, it is necessary for the investors to have the liquidity. However, the restriction of resale is also necessary. The lack of supervision may lead to private placement. Securities are the tools of public offering in the name of private equity, and the interests of the majority of investors are bound to be damaged. Therefore, we must find a balance between the guarantee of the circulation of Private Securities and the restriction of private resale, so that the distribution of private securities can facilitate both financing and protection of the interests of investors.
This paper, starting with the basic theory of private securities, analyzes the concept of Private Securities and resale, and the types of private securities in practice. Because there is no perfect mechanism for the resale of private securities in China at present, the author briefly analyzes the general path of the restrictions on the resale of private securities, which constitutes the analysis of the restrictions on the resale of private securities. After that, the author summarizes the institutional evolution and institutional experience of the restrictions on resale in the United States. On the basis of the above analysis, the author puts forward the way to improve the mechanism of the resale restriction in private securities in China.
This article includes three parts: introduction, main body and conclusion. The text is divided into four chapters.
The first chapter is an overview of private securities resale, analyzes the definition of Private Securities and resale, and summarizes the classification of private securities in different types of private securities in practice. At the same time, it analyzes the necessity of resale and limitation of private securities. Finally, it discusses the restricted mode of private securities resale because there is no perfect private securities transfer at present in China. The limitation rules are sold, so I briefly analyze the general path of the resale restrictions, including four aspects: market, main rules, trading rules and information disclosure. The following analysis is based on the above examples.
The second chapter is an introduction to the American experience in the resale of private securities. This chapter first analyzes the institutional evolution of the restrictions on the resale of private securities in the United States. On this basis, it analyzes the institutional experience of the United States from four aspects, such as the market, the main rules, the resale rules, and the information disclosure.
The third chapter is the review of the restrictions on the resale of private securities in China. This chapter combs the provisions on the restrictions on resale in various laws and regulations from the above four aspects. The analysis shows that, in this chapter, the limitation of the resale of private securities in China is lacking in legislation at present.
The fourth chapter is the perfect path for the resale restriction of private securities in China. First, the author puts forward that in order to perfect the rules of private securities resale in China, we should first establish the balance concept of investor protection and private securities circulation, especially to protect the interests of investors. Secondly, our country needs to improve the stock exchange market, which can be considered. The third board market is the main body to establish a unified and regulated resale market of private securities, which is divided into the general resale market and the special resale market, and the general resale market is more inclined to protect the interests of the investors, while the special protection market pays more attention to the market efficiency. Again, the resale rules of private securities in the general market are resold. It includes the subject rule, the limit of holding, the limit of resale quantity, the information disclosure should be more strict, and the special market can be properly relaxed; finally, it should reserve space for financial innovation, and the special kind of private securities should be specified in the future. At the same time, I think that it should be non voluntary. The "resale" of private equity securities is excluded from the restrictive system.
【學(xué)位授予單位】：華東政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2014
【分類號】：F832.51
本文編號：2154505
[Abstract]:Since the reform and opening up for more than thirty years, the market economy of our country has developed rapidly. Under this background, the stock market, which is the mainstream of public issuance and listing, has also developed rapidly. In contrast, the "non mainstream" securities, including private securities, has long been in fact under the strict financial control of China. In spite of the absence of legislation and the lag of supervision, private securities have long been developed on the factual level, experienced from "directed raise" to "non public issuance of quasi securities" to private equity funds in recent years. Compared with the origin of private securities in the United States, China's legislation has a more detailed regulation on the issuance of private securities. But private securities resale system is not perfect. Private securities can solve the problem of financing under financial repression, especially in middle and lower enterprises. At the same time, as one of the securities, it is necessary for the investors to have the liquidity. However, the restriction of resale is also necessary. The lack of supervision may lead to private placement. Securities are the tools of public offering in the name of private equity, and the interests of the majority of investors are bound to be damaged. Therefore, we must find a balance between the guarantee of the circulation of Private Securities and the restriction of private resale, so that the distribution of private securities can facilitate both financing and protection of the interests of investors.
This paper, starting with the basic theory of private securities, analyzes the concept of Private Securities and resale, and the types of private securities in practice. Because there is no perfect mechanism for the resale of private securities in China at present, the author briefly analyzes the general path of the restrictions on the resale of private securities, which constitutes the analysis of the restrictions on the resale of private securities. After that, the author summarizes the institutional evolution and institutional experience of the restrictions on resale in the United States. On the basis of the above analysis, the author puts forward the way to improve the mechanism of the resale restriction in private securities in China.
This article includes three parts: introduction, main body and conclusion. The text is divided into four chapters.
The first chapter is an overview of private securities resale, analyzes the definition of Private Securities and resale, and summarizes the classification of private securities in different types of private securities in practice. At the same time, it analyzes the necessity of resale and limitation of private securities. Finally, it discusses the restricted mode of private securities resale because there is no perfect private securities transfer at present in China. The limitation rules are sold, so I briefly analyze the general path of the resale restrictions, including four aspects: market, main rules, trading rules and information disclosure. The following analysis is based on the above examples.
The second chapter is an introduction to the American experience in the resale of private securities. This chapter first analyzes the institutional evolution of the restrictions on the resale of private securities in the United States. On this basis, it analyzes the institutional experience of the United States from four aspects, such as the market, the main rules, the resale rules, and the information disclosure.
The third chapter is the review of the restrictions on the resale of private securities in China. This chapter combs the provisions on the restrictions on resale in various laws and regulations from the above four aspects. The analysis shows that, in this chapter, the limitation of the resale of private securities in China is lacking in legislation at present.
The fourth chapter is the perfect path for the resale restriction of private securities in China. First, the author puts forward that in order to perfect the rules of private securities resale in China, we should first establish the balance concept of investor protection and private securities circulation, especially to protect the interests of investors. Secondly, our country needs to improve the stock exchange market, which can be considered. The third board market is the main body to establish a unified and regulated resale market of private securities, which is divided into the general resale market and the special resale market, and the general resale market is more inclined to protect the interests of the investors, while the special protection market pays more attention to the market efficiency. Again, the resale rules of private securities in the general market are resold. It includes the subject rule, the limit of holding, the limit of resale quantity, the information disclosure should be more strict, and the special market can be properly relaxed; finally, it should reserve space for financial innovation, and the special kind of private securities should be specified in the future. At the same time, I think that it should be non voluntary. The "resale" of private equity securities is excluded from the restrictive system.
【學(xué)位授予單位】：華東政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2014
【分類號】：F832.51
【參考文獻(xiàn)】
相關(guān)期刊論文 前3條
1 沈朝暉;;公開發(fā)行視角下的非公開發(fā)行股份轉(zhuǎn)讓[J];金融法苑;2009年01期
2 宋曉燕;;證券監(jiān)管的目標(biāo)和路徑[J];法學(xué)研究;2009年06期
3 詹騫;席敏;;我國多層次資本市場體系的構(gòu)建及完善思路[J];西南科技大學(xué)學(xué)報(哲學(xué)社會科學(xué)版);2009年04期
本文編號：2154505
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