近期中国证券热,有不同的单位到美国考察研究美国证券法。从不同角度来看,美国是西方证券市场最庞大的国家,到美国取经络绎于途的国内考察团,很关注美国证券市场的运作,笔者很幸运有机会和国内同僚分享经验,尤其是从上海财经大学主办到加州大学洛杉矶(UCLA)商学院交流,该团人数最众,兴趣最浓,笔者亦和他们讲授美国公司法。本文介绍美国证券法的基本知识。一、为何要有证券法证券交易有别于其他实物(包括地产、不动产)贸易。首先,证券是抽象创造物(CREATED),而并非生产物(PRODUCT)。证券可无限量地创造而不用成本(COST)。所以证券法的立法精神 Recently, the hot Chinese securities, there are different units to the United States study the United States Securities Law. From different perspectives, the United States is the largest country in the western stock market. The trip to the United States is a steady stream of domestic delegations and is very concerned about the operation of the U.S. securities market. I am fortunate to have the opportunity to share my experiences with my colleagues in China, especially from Shanghai The University of Finance and Economics hosted an exchange with the UCLA Business School. The delegation has the largest number of people and the most interested people. The author also teaches them the American Company Law. This article describes the basics of U.S. securities law. First, why securities trading in securities law differs from other physical (including real estate and real estate) trades. First of all, securities are CREATED, not PRODUCT. Securities can be created without cost (COST). Therefore, the legislative spirit of securities law