Securities Illusive State

The misrepresentation occurs in the reports of the public companies repeatedly at present; however the civil liability of the misrepresentation in the Securities Law is too abstract to be manipulated. The thesis analyzes all kinds of theories and practice in the way of analogy and analyzing with historical prospective, which is involved in the civil liability of the misrepresentation in the securities market. Making reference to the civil liability, it makes emphasis on describing the misrepresentation in order to benefit our future civil damages system on the misrepresentation in the securities law. Four parts are included in this paper:The securities misrepresentation is identified in theory firstly. Combined with the types of the misrepresentation such as False Recordation, Mislead Statement, Serious Omission and Irregular Revelation, the paper gives a formal definition for Material. There are two definitive criteria of Material. One is the standard of selecting a rational man; the other is the adequate degree of impelling. The principal parts of misrepresentation are also introduced here and its classification is discussed on the basis of legal regulation in other countries or regions.In the following part, the paper digs into prosperities of the civil liability of the misrepresentation act, using the theories and principles of civil liability system in the Civil Law. Abandoning the Contract Liability Theory and the Independent Liability Theory, a conclusion is drawn: the misrepresentation act is a special tort. And then the merits of the civil liability system of the misrepresentation are analyzed and the functions of the system are pointed out, at the same time the four essential elements are discussed, which are Illegality, Losses, Causation and Fault.The third part of the paper explains the relief methods of the misrepresentation tort; distinguishes the criminal relief, the administrative relief and the civil relief; and it also focuses on interpreting the jurisdiction, pre-procedure, litigation forms, damages scope and the theories and practice of damages calculation in the securities litigation.Finally, it comments on the current laws of the misrepresentation, and the legislation flaws are presented concerning the conception of the misrepresentation act, the damages calculation, the causation and the benchmark day. The prosperous outlook of the securities legislation in our country is expected at the end of the paper.