Abstract From 2011 to 2012, a wave of Chinese companies listed in the US securities market were suspended or even delisted because of the concerns of financial fraud, low price of the stocks in a long period or other related problems. Under this background, the present thesis was planned to conduct research on the legal issues and challenges facing overseas listing based on the securities markets of the United States. This thesis introduces the multi-layer capital market and analyzes the benefits of it. This chapter argues that the multi-layer securities markets provide companies on different stage and with different scale opportunities to enter into the capital market and raise capital on that market. The multi-layer market of the US provides a valuable example for other counties to learn from. This thesis examines the laws and rules of the securities of the United States, including the laws and rules of securities registering, offering and trading. The regulator of the US securities market, who plays an important role in protecting the public investors and maintaining the order of the securities market, is also discussed in this thesis. This thesis also reviews the regulations related to the foreign private companies of the Unites states. some special regulations are made for the foreign private companies which intend to enter into the US securities market. Apart from the foreign laws and rules, companies intending to conduct an overseas listing would also be regulated by the domestic laws and regulations. The legislation of the securities and overseas listing of China is still under development. Under this circumstance, the domestic policy plays a significant role in the process of overseas listing. Limited by the laws and regulations and its own conditions, the Chinese companies prefer to become an overseas listing company through reverse mergers, which is an alternative for IPO. In order to examine the viability of this alternative, the present thesis analyzes the practice of reverse mergers and compares its advantages and disadvantages with IPO. As we all know, the biggest risks essentially comes from the ignorance of the foreign market, essentially, the laws and rules of the foreign market. This thesis intends to enhance the understanding of the US securities market and the securities laws and regulation of the US. It would be meaningful for Chinese companies to enter into the capital market of the United States or even other countries. The research is also meaningful for the development of the securities markets and legislation of China. Key Words: Overseas Listing, the US securities market, Reverse Merger, Chinese Stocks