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華東政法學院2005年博士研究生入學考試經濟法學專業外語
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2005年博士研究生入學考試 E?]$Y[KJKs
考試科目：經濟法學專業外語 考試日期：2005年 月 日 FO>?>tK 0
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考生注意：本試題分回答問題和翻譯兩部分。答題請寫在答題紙上，寫在本試卷冊上無效。 _#~D{91
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Part One: Short Essay Questions: hGKQK
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Read the essay carefully and finish the following two instructions in your own words, +_X*one
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A. Describe the national regulation framework of the U.S. securities market imposed in the 1930s in the U.S. (15%) =Fe4-B?I
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B. Describe the debate around whether the national regulation of the securities market imposed after 1934 make any difference. (15%) fbM>jK
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The Essay: sw9r i}oc
REGULATION OF THE SECURITIES MARKET R o{xprE1
There are many different interrelationships between securities markets and the law. For instance, securities are themselves contracts which create property rights. Participants in the securities markets buy and sell securities under the terms of specialized contracts. A principal concern of the law is fraud, deception and manipulation in securities markets, behavior that may be subject to private tort remedies, administrative penalties and criminal sanctions. Private organizations such as exchanges play an important role in organizing securities markets and regulating their participants. Securities markets are subject to some level of supervision and control by a public office or commission. The contract rights traded on securities markets may be issued by public or private bodies, or they may simply be, as is the case for exchange, traded derivatives, obligations of the exchange clearing house itself. &CQ28WG X
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Securities regulation is understood as a field of public law that cuts across every aspect of the securities industry. Issues that in another industry would be private law issues of contract, property or tort, or matters that would be addressed by industry custom or practice, are issues of public law in securities regulation. For instance, the legal response to fraud or misrepresentation is a central preoccupation of the field of securities regulation, but is this response best analyzed and understood as an issue relating to the law’s general response to false statements in different contexts, or is the law of securities fraud a distinctive and different area, with its own unique problems and legal responses? It is interesting to speculate as to why insider trading and the market for corporate control have attracted a much more intensive and focused academic interest. *|q{(KX
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The United States is a jurisdiction that imposed public regulation on securities markets at a relatively early date. In the first part of the twentieth century most states adopted what were called ‘Blue Sky Laws’ which subjected brokers and dealers to public oversight and required that securities be registered with a public agency before they were sold. Then in 1933 and 1934, partly in response to the market crash of 1929 and the ensuing Great Depression, the United States Congress created a national regulatory agency with similar powers. ^$`mS&3/q
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One way to delineate the varied topics that fall within securities regulation is simply to describe the matters that are within the jurisdiction of the United States Securities and Exchange Commission. The Securities and Exchange Commission administers the provisions of four securities statutes. The Securities Act of 1933, The Securities Exchange Act of 1934, The Investment Company Act of 1940, the Investment Advisor’s Act of 1940, and the Trust Indenture Act of 1939. The most important and far-reaching of these statutes is the Securities and Exchange Act of 1934, which, among many other things, created the Securities and Exchange Commission as an independent federal agency. le_a IbB"P
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The Securities and Exchange Act covers the following aspects of the securities industries. (1) Self-regulatory organizations or SROs, including all exchanges and the National Association of Securities Dealers (NASDA), (2) licensing of brokers and dealers, (3) margin credit, (4) manipulation of securities markets, (5) information reporting by issuers of securities, (6) solicitation of proxies by issuers of securities, (7) position reporting by officers and five percent shareholders, (8) position reporting by holders of large positions in securities markets, (9) misrepresentation, deception or insider trading in connection with the purchase or sale of a security, and (10) tender offers. A common structural feature of the statute is to require that the regulated entity (exchange, broker, dealer, issuer, and so on) be registered, and to give the Securities Exchange Commission discretion to control what the registered entity can, cannot and must do. Js :U1q
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The Securities Act of 1933 requires that public offerings of securities by issuers and issuer affiliates must be registered with the Securities and Exchange Commission. The Investment Advisor’s Act is a licensing statute for persons who offer investment advice to the public. The Investment Company Act of 1940 gives the Commission authority to regulate the structure and activities of investment companies, more commonly known as mutual funds. The Trust Indenture Act regulates some of the terms of the indentures that set the terms of bonds sold in public offerings. 0i5S=L`j
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In the US, in addition to the Securities and Exchange Commission, the Commodities Futures Trading Commission (CFTC) regulates the futures markets, whose activities have expanded from trading in future contracts on agricultural commodities to trading in futures on securities indexes. The CFTC is a successor institution to an agency within the Department of Agriculture of the federal government that regulated the futures exchanges at a time when they dealt exclusively in agricultural commodities. 亚洲国产精品va在线观看麻豆
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