Study On The Civil Relief System Of Securities Misrepresentation

Registration system of public stock issuing is the main course of Chinese securities market reform and the center of capital market. Information disclosure is the most important part of registration system, emphasizing true, accurate, and timely disclosure of all material information about the listed companies as well as the good protection of investors’ right to know.However with the rapid growth in the number of listed companies, securities misrepresentation cases are increasing rapidly, and false statements damage the legitimate rights and interests of investors, securities market’s fair, just and open principles and investor’s faith in our Chinese capital market.This thesis focuses on the basic issues relating to the civil relief system of false statements from the comparative law and the perspective of case analysis. The author is trying to analyze how to perfect civil relief system in the securities market. The paper is divided into three parts: the preface, the body, and the conclusion. The main content of the thesis consists of three chapters.The preface is a brief introduction of the bad influence of false statements and the current situation in China as well as literature review, the significance of the thesis and the research methods.Chapter 1 briefly introduces the case of Wuliangye securities misrepresentation, and the related legal issues.Chapter 2 analyzes the problems of the civil reliabilities of false statements in the Wuliangye case. This chapter states the relevant regulation of civil cases of false statements in American market. The author tries to make further study on the perfection of Chinese civil relief system based on the comparison between the USA and China. Firstly, the scope of liable principal of damage compensation for misrepresentation of securities is studied, and then misrepresentation expose day, implementation day, base day are discussed later. Meanwhile, based on the regulation in America, the author tries to analyze the transaction causation and loss causation.Chapter 3 states the perfection of civil relief system in the Wuliangye securities misrepresentation case. The prepositive procedure is designed to solve small and medium-sized investors’ limited securities professional knowledge and the hardness of getting the evidence. However the negative aspect is that it prevents investors from taking civil actions against the misrepresenting companies without getting the prepositive documents. Furthermore, representative proceeding does not include all the harmed investors and the non-litigant mediation mechanism lacks the binding force and legal effect. Based on the Wuliangye case, the author gives her suggestions about how to confirm these issues. What’s more, the author tries to make further research of false statements and the causation on the basis of a comparison between America and China.The conclusion part is the reflections of Wuliangye case on the system of civil relief for false statements. In the author’s mind, to perfect the system of civil relief liability for false statements, we should clearly specify the scope of civil liability subject, explicit misrepresentation key times, put forward transaction causation and loss causation identification, perfection of the prepositive procedure, representative proceeding and the non-litigant mediation mechanism.