Research On Civil Liability Of Securities Misrepresentation Intermediaries

With the implementation of the new Securities Law and the implementation of the Several Provisions of the Supreme People’s Court on the Trial of Civil Compensation Cases for Misrepresentation Infringements in the Securities Market,China is implementing a comprehensive registration system,which is a key step in China’s securities market.Under this system,the securities regulatory authority will no longer make substantive judgments on the issuance and listing,and the securities intermediary institutions will return to their positions and perform their duties,playing an increasingly important role in the securities market.In this context,this paper studies the civil liability of securities misrepresentation intermediaries,combs the concept and types of securities misrepresentation,analyzes the positioning and functions of securities intermediaries,and finds the problems in the civil liability of securities misrepresentation intermediaries by combining the constituent elements of tort liability and the relevant provisions of current laws and regulations on the civil liability of securities misrepresentation intermediaries.Specifically,after the relevant provisions of our country cancel the pre-procedure,investors need to prove the "significance" and causality of the false statements by themselves.However,the information obtained by the plaintiff and the defendant is not equal.The defendant company and the securities intermediary hold most of the information,which causes the plaintiff investors to have difficulties in proof.Although the abstract standard of "materiality" is stipulated in China’s laws,it is only applicable to the active trading market and has limitations.The current laws and regulations have realized that the disclosure date is related to the determination of causation and the amount of damage,but there are still some problems to be solved for the determination of the disclosure date.In addition,the identification of fault and diligence is related to the civil liability sharing of various intermediaries under securities false statements.There is a clear and detailed space for the relevant provisions on the subjective fault of the securities misrepresentation actor,the duty of care and diligence of securities intermediaries in China.This paper uses comparative analysis,normative research and case analysis methods to conduct research,combined with scholars’ research and foreign experience,to explore how to improve the civil liability of securities misrepresentation intermediaries,aiming at reducing securities misrepresentation cases,clarifying the joint and several liability bearing mechanism of securities misrepresentation intermediaries,resolving disputes between securities intermediaries,protecting the interests of investors,and creating a healthy market environment.The author believes that the problems existing in the civil liability of securities misrepresentation intermediaries can be improved from the following aspects: First,the ability of investors to provide evidence can be enhanced by strengthening court investigation and evidence collection.Second,when determining the "materiality",the price sensitivity standard shall be adopted,and the solvency standard and the importance level in the audit shall be referred to.Third,with regard to the determination of disclosure date,it is clear that the disclosure date of administrative regulatory measures can be used as the disclosure date by referring to foreign experience,and the provisions of China on disclosure date are detailed.Fourth,refine the fault degree of the infringement subject and clarify that different degrees of fault bear different responsibilities.Fifth,for the improvement of the obligation of due diligence,we can learn from the system of due diligence in the United States and Japan to define the general duty of care and the special duty of care.