The Allocation Of Joint And Several Liability Of Securities Misrepresentation Intermediaries

In the case of civil compensation for false statement of securities,the intermediary institutions that issue false reports due to fault should bear joint liability to investors together with their clients,which is an important system for the securities market in China to play the role of "gatekeeper" of intermediary institutions.However,the problem is that the provisions of the Securities Law on joint and several liability of intermediary institutions are rough,and there are systematic violations or conflicts with the legal norms of other departments,leading to the phenomenon of "different judgments for the same case" in judicial practice.At present,the judgments of the cases involving joint and several liability of intermediary institutions that have been tried are inconsistent.This phenomenon,on the one hand,exposes the tangle of judicial judgment,on the other hand,it also triggers the academic questioning,which can be summed up in the following three aspects:First of all,clarifying the responsibility boundary of intermediary agencies is the premise of liability investigation.In market practice,intermediary agencies have overlapping responsibilities,and laws and regulations have vague provisions on the connotation of "duty of diligence and responsibility",which makes the responsibility boundary between intermediary agencies unclear,leading to the dilemma of responsibility differentiation in false statement cases.Secondly,in judicial practice,there is a dilemma in the application of joint and several liability,especially whether the negligence tort of intermediary institutions regulated centrally by securities Law should be applied to joint and several liability,which has become a controversial issue.Finally,on the premise of clarifying the responsibility boundary and clarifying the application of joint and several liability,the proportion of final responsibility distribution among intermediary agencies is the third major problem faced by practice.These three problems involve the understanding of the basic principle of joint infringement,the judgment of professional standards and the division of responsibility boundaries of securities intermediaries,the clarification of the logic of damages for false statements of securities,and the perfection of the existing rules of joint and several liability of intermediaries.This paper consists of three parts,namely,introduction,text and conclusion.The text is divided into four chapters.Chapter one summarizes the dilemma faced by intermediary agencies in the distribution of joint and several liability in the civil compensation case of securities false statement: 1.The dilemma of information disclosure duty distinction;2.Whether joint and several liability should be applied in the case of negligence of intermediary agencies,and what its specific form is;3.The final responsibility distribution mechanism and distribution standard of intermediary institutions.The second chapter discusses "Dilemma 1",divides the information disclosure responsibilities of intermediary agencies,distinguishes and sorts out the special duty of care and general duty of care of intermediary agencies,and finally gives suggestions on legal rules and judicial practice.The third chapter mainly analyzes the applicable situations and specific types of joint and several liability.For judicial practice about the intermediary institution should undertake joint and several liability under the negligence tort problem,the author thinks that,in the securities market registration system under the background of full implementation,need to be further compaction intermediary liability,but in order to avoid intermediary organizations fall into the trap "deep pocket",need for intermediaries proportion of joint and several liability rules shall apply.Therefore,this chapter will focus on the legal basis and legal basis of proportional joint and several liability in the distribution of false statement tort compensation liability to ensure the fairness of the distribution of liability.The fourth chapter mainly studies the share of final responsibility distribution of intermediary institutions.The current general theory of responsibility distribution is "comprehensive comparison of fault and causative force".First,the liability share is determined by the fault degree of the responsible person,which is closely related to the information disclosure obligation of each responsible subject.Second,causative force is to compare the forces of each responsible subject in the occurrence of transaction causality and loss causality.In terms of the distribution mechanism of joint and several liability,the grade of fault is distinguished by duty of care,and the magnitude of cause is determined by the degree of influence.Meanwhile,factors such as "securities market risk","manipulation by others",and "internal and external operating environment of listed companies" are excluded,and the ultimate responsibilities shared by intermediary agencies are comprehensively measured.