| Based on the current situation in China, illegal behaviors are endlessly emerged in securities market while misrepresentation can be taken as the core and origination in securities frauds. This text regards the behavior of misrepresentation in securities market as the research object. With civil liability system as the main line and according to actual circumstance of securities market in our country, the text makes an intensive study in basic theories of misrepresentation in securities market. Beginning with an investigation of theories and demonstration of securities law of various countries, the author advances his proposal to improve civil liabilities of misrepresentation and protect the interests of investors from the view of substantive and procedural law. The study approaches include comparison, reference and analysis.Papers by the following parts:Introduction, Briefly explains the aim of my composition; Chapter one summarizes the misrepresentation's civil liability in securities market. This part expounds the conception, character, manifestation of misrepresentation and cognizes its properties. The author introduces the doctrine of contractual liability, doctrine of liability on tort, doctrine of statutory liability, doctrine of divisional liability and doctrine of concurrent liability. By analyzing the said doctrines, it is better to be treated as doctrine of liability on tort for the follow reasons:firstly, guarantee obligations of information disclosure are legal obligations, not contract obligations; secondly, tort liability is more conducive to the protection of investors' interests; thirdly, it is helpful for establishing a uniform remedies and trialing cases; last, our laws tend to maintain it. Chapter two introduces the laws of misrepresentation's civil liability in securities market. The relevant provisions of various countries on misrepresentation are used as reference to identify the areas in the relevant legislation with a view to our system design for reference. Chapter three cognizes the misrepresentation's civil liability in securities market in-depth theoretical study.The third part mainly about its responsibility-imputing principle, causality and compensation calculations. In the imputation principle, the promoter, the issuer or listed company should implement the principle of no-fault liability. The subjects implemented fault liability principle of presumption include the directors, supervisors, managers and other senior managers that have the responsibility for misrepresentation of the issuer or the listed company, securities dealers, the listed references and their senior managers, professional services organizations and its direct responsibility. The no-fault liability should be applied to the actual controller such as controlling shareholders, and the fault liability should be applied to the other institution or person. In the aspects of causation and identified damages, make rating and give recommendations to the relevant provisions of China. Chapter four, comparing the difference between national litigation, mainly about the litigation mechanism of misrepresentation's civil liability in securities market.This part evaluates the procedural prerequisite in securities civil compensation from misrepresentation and gives advice. The author think we should expand the scope of the procedural prerequisite.Chapter five discusses improving the misrepresentation's civil liability system in securities market. Finally to set up and improve misrepresentation's civil liability system of our country in securities market got some concrete countermeasure and thinking of further. |
