Legal Status And Responsibility Allocation Of Enterprise Asset Securitization Managers

Enterprise asset securitization is an important innovative financing tool inin Chinese capital market.Taking full advantage of asset credit for structured finanving brings superiority more than about revitalizing the process of enterprise stock assets,ruduce enterprise asset-liablity ratio and broadening the financing channels.Enterprise asset securitization has developed rapidly with the superiority of its functional advantages of prefecting the finantial market and resolving corporate financing diffculties.The market scale is growing,but the system supply has not kept up with the process,laying hidden dangers for its practical operation.In the Qinghui Leasing ABS false statement case that broke out in 2021,the manager was fully liable for the loss of principal and interest of investors due to its failure to review the underlying asset information due diligence.The judgment result of the court’s full responsibility The judgment result of the court’s full liablitity inference exposed the institutional defects in the prosecute of civil liability for false statements in asset securitization.As the securities market has entered the era of strict supervision,cracking down on fraudulent and illegal acts in the securities market has become the cardinal line of market supervision.In this context,non-standardized securities disputes have begun to enter the field of legal regulation.Taking asset securitization misrepresentation civil liability allocation as an example,research is carried out in order to provide feasible solutions to the aforementioned problems.Taking liability allocation of asset securitization misrepresentation as an example,hoping to make providing solutions to the forementioned problems possible.In theory,corporate asset-backed securities are different from publicly issued stocks.They are based on asset credit and adopt private placement.Therefore,asset stripping and risk isolation are the core of building corporate asset securitization transaction structure.The practice of corporate asset securitization in China revolves around Special Plans.The independence of the assets of the Special Plans and the responsibilities of managers indicate its structure is trust: the original owner is the trustor,the manager is the trustee,and the investor is the beneficiary.Since Chinese legislation does not admit the subject status of trusts,asset-backed securities are issued in the name of the manager,forming a structure in which the special plan is the actual issuer of the securities,and the manager is the nominal issuer.In practice,the court follows the result of the judgement,claiming full liability should be beared by manager for his false statement,where the court insist had followed the logic of contractual responsibility.In fact,the information disclosure obligation of the administrator is alienated into the investment guarantee obligation,and the responsibility of the original owner,intermediary agency and other subjects is not distinguished,which means that the managers are assumed to take full liability,improperly aggravating the manager’s responsibility.The civil liability rules for misrepresentation in securities laws and regulations is based on public offering stocks,using the fraudulent market theory to overcome the obstruct of produce evidence for investors in centralized bidding transactions.The participants,transaction structure,and issuance methods of corporate asset securitization are different from those of public offering of stocks,which means it is difficult to apply the information disclosure responsibility system regulated by securities laws directly.Moreover,as the manager of the nominal issuer,what kind of obligations should be undertaken,we still need to explore deeply.Instead of simply make the nominal issuer be beared liability from actual issuer.Deliberately considering the assess of reforming,The right and obligations of managers and original stakeholders should be specified according to the tansaction sturcture and legal relationship of corporate asset secnitization,so as to make responsibility distribution rational.As a trustee,the manager should fullfill his obligation about information disclosure,that is,the manager should review the disclosed information based on the professional skills and degree of attentiveness of the personnel in its industry.If the manager violates this obligation,it shall be liable for the losses of investors.The original owner should perform the obligation to transfer the underlying assets and provide the underlying asset information.If it falsifies the underlying assets,it violates the client’s obligations and bears the main responsibility for the loss of investors.If the original owner makes a false statement,meanwhile the manager is at fault for not discovering the false information,joint and several liability would be beared with the original owner.And the responsibility proportion would be based on the degree of fault of the manager,the casual force between the manager’s behavior and the investment loss,etc.