我国的私募股权投资基金缘起于域外私募股权投资基金的撬动,因创业引导基金的需求而得以发展,此时的并购基金得益于市场的活跃也开始发展。到2011年,出现了“私募基金+上市公司”并购基金模式,且开始日渐风靡。新模式自2011年来发展势头迅猛,但是表面繁荣的背后实则暗流汹涌,已经出现诸多问题。实践中组织形式各异,权责链条薄弱,立法监管出现空白,利用新模式炒高股价甚至利益输送,已经积累了大量市场风险。目前立法层面上尚未对该模式做出具体的规定和约束,法律规制较为零散,迫切需要在学理上增进对新模式的理解和补充立法上的规范。 China’s private equity funds originated from the privatization of foreign private equity funds, because of the need to start a business to guide the development of funds, mergers and acquisitions funds at this time benefit from the market activity has begun to develop. By 2011, there has been a “private equity + listed company” merger and acquisition fund model, and began to become increasingly popular. The new model has enjoyed rapid development since 2011, but behind the superficial prosperity, there are actually unrest and many problems have arisen. In practice, different forms of organization, weak chains of rights and responsibilities, gaps in legislative supervision, and the use of new models to speculate on high stock prices and even the transfer of benefits have accumulated a great deal of market risk. At present, the legislative level has not yet made any specific provisions and restrictions on this model. The legal regulation is fragmented and there is an urgent need to improve the understanding of the new model and supplement the norms of the legislation.