招股说明书要约性质研究——兼论缔约前陈述与保证法律化

招股说明书是具有法律约束力的意思表示,内容、格式和披露程序具有法定性,性质为要约。要约本质性在于合同主体作出的允诺。在合同缔结中,法律强制将当事人事实陈述与保证纳入合同条款。对此问题的研究对理解招股说明书的要约性质具有重要意义。中国现行立法已经借鉴国际上对招股说明书要约性质定位的理论经验。

Research on the Nature of Share-Offer Prospectus

Prospectus is a legally binding manifestation.Its content,format and procedures of disclosure are of the statutory characteristics,and its nature is offer.This position has become an important legislative practice of international securities law.In essence,offer is the promise and assurance made by the principal party.During the conclusion of the contract,the statement of the facts and assurance will be included in the terms of the contract by law in force,which has become an important custom of international legal practice.Awareness of this issue is of great significance for us to understand the nature of share-offer prospectus.The position of offer in current legal system of our country has absorbed much from international theories and experiences,but it needs further clarification and improvement.