On November 17,the Guangzhou Intermediate People’s Court 2021 a first-instance judgment in the dispute over responsibility for false statements made by Kangmei pharmaceutical securities,this case has a strong symbolic significance in the areas of investor’s loss accounting and litigation by the Special Representative,and the case of five independent directors to bear high joint and several liability for extensive attention.Since then,the resignation of independent directors has become a hot issue.The serious imbalance between compensation and responsibility has aroused the concern of all parties.In practice,independent directors are regulated and given great expectations by the legislature,it is hoped that independent directors can play an active role in information disclosure based on their professional judgment and independent status,but in practice they are forced or consciously reduced to a“Vase”,the discussion about the independent director system has become a hot topic in the academic circle again.What role should the independent director play in the information disclosure?Can an independent director bear the same civil liability as an ordinary director? The responsibility category of independent director should be determined urgently.At the same time,the promulgation of “ Some provisions on hearing cases of civil compensation for tort of false statement in securities market”subdivides the specific elements of the civil liability of independent directors,and the relevant contents of judicial interpretation have been integrated,it is a beneficial exploration and practice in the system to establish a scientific logical system.However,the independent director system,as an import from the system,still has some problems in the process of“ Localization ”,such as the unclear standard of diligence and due diligence,the imperfect supporting system and the high scope of the independent director’s responsibility,etc.,it is contrary to the original design intention of the system,which seriously hinders the protection of investor’s rights and the improvement of the related legal system.Therefore,starting with the system of securities misrepresentation,this paper analyzes the concept of securities misrepresentation and the subject of liability,so as to clarify the role of independent directors in civil litigation of securities misrepresentation,provides the system premise for the later text independent director civil liability cognizance and assumes;after the basic system analysis,from the existing legal provisions and the effect of the practice of the securities false statements of the independent directors of the fault,defense reasons and responsibility for the analysis,to clarify the existing legal provisions and the existence of system defects,by combing the above issues,combined with the extraterritorial independent director system of relevant research,according to the perspective of comparative law,the text discusses the differences of the independent director’s civil system in the identification of fault,the risk degree of the independent director being held accountable and the degree of being held accountable,and puts forward the corresponding solutions,thus reshaping a good economic ecology,so that independent directors can have a sense of security to play due diligence effect. |