Study On Civil Liability For Breach Of Public Commitment By Controlling Shareholders Of Listed Companies

China's listed companies generally show the phenomenon of equity concentration by the majority of the controlling shareholder,and small and medium investors are in a weak position.In recent years,the controlling shareholders of listed companies fail to fulfill their public commitments and harm the small and medium investors.Public commitments in the securities market apply to a wide range of activities,including initial public offerings,refinancing,share reform,mergers and acquisitions,and corporate governance.The contents of public commitments made by the controlling shareholders of listed companies are also very complicated and there is no classification standard.The public commitment discussed in this article is limited to the public commitment by the listed company and related subjects on the information disclosure media designated by the company or on the website of the stock exchange.At present,there are no relevant laws and regulations in China specifically that adjust the behaviors of controlling shareholders who violate the public commitment of the securities market.Only the regulatory bodies of the securities market stipulate relevant administrative responsibilities,so the small and medium-sized investors who suffer losses from such behaviors in the securities market in China cannot get due relief.Based on a realistic dilemma,this paper will focus on the violation of public commitments made by the controlling shareholders of listed companies,and analyze the key issues that small and medium-sized investors need to pay attention to when they appeal for civil liability theoretically and practically.This paper focuses on the civil liability for breach of public commitment by the controlling shareholders of listed companies.In addition to the introduction and conclusion,it is divided into the following parts:The first part: clear the reasons why the controlling shareholder of the listed company should bear civil liability after violating the public commitment.Firstly,the securities law explicitly stipulates the principle of civil compensation priority,and the relief of civil liability is better than that of administrative penalty.Secondly,the protection of the rights and interests of small and medium investors has always been the focus of the revision of the securities law.In the absence of current laws and regulations,it is particularly important to grant the right of post-remedy to small and medium investors.Thirdly,it is feasible to require the controlling shareholder to bear the civil liability in practice.The second part: the liability nature of the breach of the public commitment by the controlling shareholder.The types of commitments made by the controlling shareholders are varied.Firstly,the commitments are qualitative to determine whether they are justifiable.From the aspects of the types and nature of commitments,the provisions of current laws?regulations and judicial practice,it is concluded that the acts violating public commitments are justifiable.Different types of commitments will naturally lead to different civil liability.When it is related to the contract,the controlling shareholder shall be liable for breach of contract,and the controlling shareholder shall bear the tort liability if the property rights and interests of the investor are violated.The third part: the civil liability for breach of public commitment.One who violates the public commitment shall be liable for damages.After a comparative study of the characteristics of breach of public commitment and false statement,it is concluded that,except for the slightly different nature of information disclosure,the constitutive requirements and damages of breach of public commitment are basically the same as those of the false statement.Therefore,the construction of legal liability for this typical tort can be used for reference to the liability of false statement.This part tried to analyze the tort liability from the aspects of the principle of imputation of civil liability,the calculation of loss,the judgment of the criterion of significance,the judgment of causality and the systematic risk.From the perspective of theory and practice,it will provide as much help as possible for small and medium investors and judicial organs to deal with such cases in the future.