A Studty of the Regulations Govering the Public Offering of Securities

• Main Authors: Wen-cheng Lin, 林文政
• Other Authors: Len-yu Liu
• Format: Others
• Language: zh-TW
• Published: 2009
• Online Access: http://ndltd.ncl.edu.tw/handle/21440356462676054806

碩士 === 東吳大學 === 法律學系 === 97 === The public offering and issuing of securities in Taiwan is mainly governed by Article 22, Securities and Exchange Act (the Article 22) and the regulations prescribed by the Act endorsed authority, Financial Supervisory Commission. Referencing the U.S. Securities Act of 1933 and Exchange Act of 1934, the cases of the Supreme Court’s ruling, the Regulation D and Regulation S which are prescribed by the Securities and Exchanges Commission, this thesis shall explore the management standards and its future amendment for public offering and issuing of securities in Taiwan. In addition, the foundations of the Article 22 and whether its intended protection for the investment can be met would also be reviewed with further recommendation provided. Nevertheless, it shall also discuss the criminal behaviors defined in the Article 22 as well as the legal interests and the scope covered by the Article 22, by referring to the actual court rulings and the Criminal Law of Taiwan. The five chapters of this thesis are highlighted below: Chapter One describes the motivation, schemes, methodology and purposes of this thesis. Chapter Two reviews the management for offering and trading of the securities in the U.S., including the section 5 of the 1933 Act which defined the three-step registration process : the pre-filing, waiting and post-effective period, as well as the public offerings activities the U.S. Supreme Court recognized, and the ruling for those activities not considered as public offerings as defined in the Regulation D. Chapter Three discusses the specification of public offerings and issuing of securities in Taiwan, including the regulations governing the offering and issuance of the securities by the issuers, the regulations governing the offering and issuance of the overseas securities by the issuers and the regulations governing the offering and issuance of the securities by the foreign issuers. First of all, it shall explore the framework, the subject of the Article 22 and the issuers and public offerings it defined as well as its reviewing process for the public offering and issuing of securities. Secondly, the Regulation S in U.S., to be referenced for overseas issuing, is introduced and discussed. Finally, the legal binding of the Securities and Exchange Act to the foreign securities issuers shall also be discussed. Chapter Four explores the Article 22. First of all, it shall discuss the definitions and the protection Article 22 intended which will include the following : “securities”, “public offering”, “general public” and “acts of general advertising or public inducement”. This thesis shall also discuss the regulations for the registration of public offering and issuing of securities. Secondly, this thesis will discuss the criminal behaviors defined in the Article 22 as well as the legal interests covered by the Article 22. Lastly, discussion on the scope (periods, subjects, events and places) the Article 22 and the Article 175 shall cover will be made based on actual court rulings and the Criminal Law of Taiwan. Chapter Five will conclude this thesis with the integration of above discussions. Several suggestions and recommendation will also provide for future possible amendments on the rules and regulations governing the public offerings and issuing of securities.