| The information disclosure system for large shareholdings plays an important role in the securities law.It is not only a concrete embodiment of the "three fairs" principle of the securities law,but also an inevitable requirement to protect investors’ right to know.The large shareholding information disclosure system is embodied in Article 63 of my country’s new securities law.It is generally believed that the information disclosure system for large shareholdings consists of two parts,namely,the rules of disclosure of rights and interests(or rules of disclosure of rights and interests)and the rules of slow walking.According to the latest securities law,the rules of disclosure of rights and interests mean that investors should make a paper for the securities or the stock exchange during 3 days when their shareholding reaches 5% and every subsequent increase or decrease of 5%,and notify the listed company.and announced.The slow-moving rule means that investors should report and announce when their shareholding reaches 5% and every subsequent increase or decrease of 5%.From the date of the occurrence of the fact to three days after the announcement,investors are not allowed to trade the listed company again.’s stock.On the basis of understanding the information disclosure system of large shareholdings,we can further understand the behavior of illegal holdings.Illegal holdings,also known as illegal placards,usually refer to the investors violating the principle of the Securities Law on the information disclosure system for large holdings,and continue to increase their holdings without disclosing the information after reaching the legal proportion.As the rapid development of the securities market,violations of information disclosure obligations for large shareholdings have gradually increased,and related disputes in the secondary market have also increased.Some cases are not only the focus of the court,but also the common concern of the society.It is worth noting that,from the perspective of the state as it should be,as long as the perpetrator violates the rules of rights disclosure,it constitutes an illegal placard-raising behavior,and it does not necessarily have to violate the slowwalking rules.That is to say,when the perpetrator holds more than 5% of the shares and fails to disclose information,it constitutes a violation of the placard,and whether there is a continued increase in holdings thereafter does not affect the determination of the illegal increase in holdings.Of course,from the actual case,the perpetrator violated the rights disclosure rules and failed to disclose sufficient information,and this subsequent behavior is a violate of the slow walking rules.Few actors violated the rights disclosure rules and then followed the slow walking rules.most of the cases are violations of rights disclosure rules and slow walking rules at the same time.The first paragraph starts from the factual status and theoretical disputes of the liability for damages caused by illegal holdings,and draws the following three questions about the liability for damages caused by illegal holdings.There are disputes over liability for compensation and how to investigate liability for damages.Second,the elements of liability for damages stipulated in the new Securities Law are not clear.Third,it is unclear how judicial organs decide liability for damages.The second chapter of this paper draws the necessity of investigating the liability for damages caused by illegal holdings from the perspective that administrative liability cannot replace civil liability,the limited functions of civil liability such as restricting voting rights and stopping of infringing are limited,and cannot replace damages.From the comparative analysis of "transaction theory","false statement theory" and "general tort theory",the feasibility of applying the path of lure misrepresentation to pursue liability for damages is obtained.Based on the relevant principles of the Tort Liability Law and the particularity of the securities market and securities torts.The third chapter of this paper analyzes the current constituent apart of the liable of damages accused by illegal holdings in the securities market,which mainly include the following items:(1)main elements;(2)behavior elements;(3)damage consequences;(4)causality;(5)fault;(6)illegality.The fourth paragraph analyzes the bound of liability of the damages and the deduction of non-false statement factors such as system risk from the perspective of judicial judgment.Then,by comparing the calculation methods of the pre-analysis and the post-analysis,it is concluded that the court should choose an appropriate method to calculate the investor’s liability for damages. |
