Research On The Perfection Of Independent Directors’ Civil Liability In Securities Misrepresentation

In order to prevent controlling shareholders and the company’s management from exercising internal control to the detriment of the company and the interests of small and medium-sized shareholders,China has introduced the system of independent directors into its corporate governance system.An independent director is a director who makes independent decisions on major corporate matters based on his or her professional knowledge and experience,has no significant business relationship with the company or its management and is not influenced by the company’s management or controlling shareholders.As a specific corporate governance participant,the introduction of the independent director system helps listed companies to operate legally and improve their governance structure by objectively serving the interests of minority shareholders.The provisions on the liability of independent directors of listed companies mainly emphasis administrative and criminal liability,and lack a clear legal framework for the identification and assumption of civil liability.Judging from China’s jurisprudence in recent years,the violations of the securities market in which independent directors bear legal liability mainly occur in the area of information disclosure of listed companies.With the revision of the Company Law and the Securities Law,the promulgation and implementation of relevant laws and regulations,judicial interpretations and internal regulations such as the Rules for Independent Directors of Listed Companies and the Provisions of the Supreme People’s Court on the Trial of Civil Compensation Cases for Misrepresentation in the Securities Market,the path for independent directors to assume civil liability in securities misrepresentation cases has been gradually improved,but with the antecedent procedures for securities misrepresentation cases However,with the abolition of the preliminary procedures for securities misrepresentation cases,the introduction of the special representative litigation system and the enhancement of China’s strict crackdown on securities violations,the liability of independent directors has undergone tremendous changes and the possibility and intensity of civil liability has been greatly enhanced,and the inconsistency in the power and responsibility of the civil liability system of independent directors has come to the fore.The civil liability system for independent directors in China is not perfect,and the problem of undifferentiated liability among directors still exists.If the civil liability is indeed too heavy,the system of reduction and exemption of liability for independent directors should be improved,and the liability dilemma of independent directors should be changed by clarifying the scope of duties and responsibilities of independent directors.The determination of liability in cases of securities misrepresentation should take into account the protection of the legitimate rights and interests of investors and fairly determine the liability of independent directors,so that the liability is commensurate with the fault,in order to protect the healthy and stable development of the securities market.This thesis is divided into five main parts:The first part is an introduction.It briefly describes the background and research necessity of civil liability of independent directors,summary the current research situation,theoretical and practical significance of the issue,summary the main views of domestic and foreign scholars on the issue,and briefly elaborates on the research ideas and methods of this thesis.The second part is a review of the underlying theories.By sorting out the nature of civil liability of independent directors,the legal basis for civil liability of independent directors is discussed.The third part focuses on the current situation and shortcomings of the application of the law on civil liability of independent directors in cases of securities misrepresentation in China.Through a review of the current status of legislation on civil liability of independent directors and an analysis of the existing judicial practice on civil liability of independent directors,an attempt is made to analyse the reasons for the dilemma of liability of independent directors.In the fourth part,the significance of the limitation of the liability of independent directors in China is discussed.The thesis briefly discusses the legislative experience of the civil liability of independent directors in typical countries to provide new ideas for the improvement of the independent director system in China.The fifth part of the thesis is a proposal for improving the civil liability of independent directors,in order to promote the healthy development of the internal governance structure of companies and provide effective suggestions for the problems of civil liability of independent directors in legislation and justice,so as to provide a safer and more secure investment environment for investors.