证券私募与证券的公开发行相对应,是一种重要的证券发行方式。在证券公开发行监管越来越严格、发行成本愈加高昂的情况下,证券私募的低成本优势凸显出来。在美国,证券私募有超越公募发行之趋势。我国证券法对于证券公开发行采取核准制,政府行为在证券发行过程中起到主导作用,证券发行的市场机制发挥得不够充分。出于资本市场安全的考量,我国的立法者和监管部门对于证券私募的范围持非常保守的态度,致使证券私募被压缩至较为狭窄的空间之内,难以适应 Private placement of securities corresponds to the public offering of securities and is an important method of securities issuance. Under the circumstance that the supervision and regulation of securities public offering is more and more strict and the issuing cost is more and more expensive, the low cost advantage of private equity in securities highlights. In the United States, there is a tendency for private placement of securities to go beyond public offering. The securities law of our country adopts the approval system for the public offering of securities, the government acts plays a leading role in the process of securities issuance, and the market mechanism of securities issuance does not play a sufficient role. For the sake of the safety of capital markets, our country’s legislators and regulators hold a very conservative attitude towards the scope of securities private placement, resulting in the private placement of securities being compressed into a narrower space and difficult to adapt to