美国“注册制”的四大难题与中国资本市场改革的思考

Four Overweighing Issues Implicit in U.S Disclosure-based Regulation System and Its Implication for China Capital Market Institutional Reform

本文试图梳理美国"注册制"的四大难题:联邦与州的"双重注册制"何去何从?"信息披露原则"与"实质审查原则"孰优孰劣?市场"非理性繁荣-泡沫破裂-自我修复"的循环如何跳出?便利小企业融资与投资者保护的立法目标能否兼顾?难解之题中隐含着美国资本市场强大和繁荣的基因密码,对中国资本市场改革的几点启示是:(1)小额发行豁免制度要三思慎行;(2)"信息披露原则"且分辨真伪;(3)亡羊补牢和未雨绸缪的哲学待权衡取舍;(4)股权众筹的法制供给需兼顾严谨和包容。

This paper explores four core issues under U.S disclosure-based regulation system. The four core issues include the accommodation between dual registration requirements of federal and state regulation, the prioritization between merit- based regulation and disclosure-based regulation, the compromise between facilitation of small and medium sized enterprise fund raising and investor protection, the counter-cyclical institutions aiming at avoiding irrational exuberance then boom bust followed by organic recovery circle. Answers to these four issues implicitly indicate massive achievements by U.S capital market and underlying forces of its inherent resilience. Implications for China capital market institution reform are four fold. Firstly, exemption for small offering shall be scrutinized; secondly, the principle of disclosure based regulation shall be discretely considered; prevention and remedy shall be weighted： the regulation and liberalization of crowd funding shall be balanced.