| CPAs often play the role of providing professional opinions in the process of information disclosure in the securities market,and if there is a false disclosure and the act brings actual damage to the legitimate rights and interests of investors,they may be jointly liable with the issuer,etc.for this.The institutional arrangements for the burden of civil liability of accounting firms under the judicial interpretation of the Supreme Law range from indiscriminate joint and several liability in the past as well as the self-evident no-fault proof rule,to the limit of compensation for negligence after joint and several liability,as well as the supplementary joint and several refinement of accounting firms,to the recent rules on the determination of fault excluding general negligence,showing the trend of the Supreme Law from strict to relaxation in the determination of civil liability of accounting firms.In current judicial practice,there are loopholes in the application of the exemption from civil liability of accounting firms,the "unclear boundary of fault" in the civil liability of accounting firms,and the lack of a fine internal allocation of joint and several liability.The above comparative experience reveals that it is necessary to "loosen" the strict joint and several liability of accounting firms and other intermediaries in China.The above comparative law experience reveals that it is necessary to loosen the strict joint and several liability of intermediaries such as accounting firms.The improvement of the civil liability of CPAs in the disclosure of information in China’s securities market should start from the choice of position and the design of the system for limiting the civil liability of CPAs.In terms of the choice of position,it should change from the position of protecting the rights of investors in the past to the position of appropriate intermediaries’ liability,and accordingly,it should adopt the basic position of limiting the civil liability of CPAs.On the premise of adhering to the current legal provisions,this paper believes that the civil liability of CPAs in the disclosure of information in the securities market can be improved through the interpretive framework of limitation of liability,taking the Securities Law as the basic law and the relevant judicial interpretations as the basis for systemic interpretation.Specifically,firstly,a reasonable interpretation of the exclusion clause should be made to limit the scope of exclusion not only from the substantive aspect but also from the procedural aspect such as proof;secondly,the type of "fault" should be clarified to limit the scope of joint and several liability,and the liability for negligence under Article 19 of the 2022 Regulation should be limited to Secondly,in order to limit the scope of joint and several liability,the liability for negligence under Article 19 of the2022 Regulation should be limited by excluding "ought to have known" from the category of "intentional or knowing".All "ought to know" should not be included in the interpretation of the first paragraph of Article 13,provided that the legislation specifies "intentionally" or "knowingly";finally,the proportion of joint and several liability should be further refined to limit the scope of joint and several liability.Lastly,the proportionality rule should be further refined to limit the scope of joint and several liability of CPAs under Article 163 of the Securities Law,distinguish between "gross negligence" and "ordinary negligence",and exclude ordinary negligence from the scope of the joint and several liability circle.Instead of generalising the liability of accountants in all misrepresentation cases as joint and several liability without proportional liability,the proportional liability rule can be used to determine the liability for gross negligence in joint and several liability.The specific determination method can be based on the relatively mature three-step method of proportionate fault allocation in US judicial practice,i.e.by defining the degree of negligence of the percentage system,the degree of contribution of the client company to the misleading financial position,on the basis of which fault will be allocated between the client company and the accountant by calculating the ratio between the client’s score and the accountant’s score. |
