Study On The Liability Of Intermediaries For Securities Misrepresentation

With the full implementation of the registration system for stock issuance,the continuous awakening of investors’ awareness of their rights,the implementation of the "special representative litigation" system and the cancellation of the preliminaries of civil proceedings related to securities misrepresentation,the number of cases involving intermediaries in China has increased dramatically and the pressure on courts around the country has increased.Although the current Securities Law imposes full joint and several liability on intermediaries for securities misrepresentation,its drawbacks are becoming more and more obvious,and the judicial practice of China’s securities misrepresentation liability disputes has undergone a change from ruling that intermediaries bear full joint and several liability to partial joint and several liability.The ensuing question is whether there are specific rules to guide intermediaries to assume partial joint and several liability? Is it reasonable for intermediaries to assume partial joint and several liability? What type of liability should intermediaries bear for securities misrepresentation,etc.? In this paper,we start from the dilemma of full joint and several liability,draw on the mature experience of foreign countries,and explore the civil liability system that fits with the general environment of China’s securities market to make up for the shortage of securities legislation.The paper is divided into five parts.In the first part,by sorting out the substantive law rules of civil liability of intermediaries for securities misrepresentation and the judicial practice of securities misrepresentation liability disputes,it is not clear what form of liability intermediaries should bear.In the second part,the author defines the term "intermediaries" in this paper and gives a brief overview of the main types of intermediaries in securities business and their roles in the securities market.The third part analyzes the dilemma of joint and several liability of intermediaries,argues the types of liability of intermediaries under different degrees of fault,and concludes that in order to solve the dilemma,the term "joint and several" should be expanded to include full and partial joint and several liability.The fourth part determines the proportion of intermediaries’ ultimate liability based on their degree of negligence and contribution to the causative power of the damage.The fifth part makes suggestions from the legislative and judicial perspectives respectively to improve the civil liability system of intermediaries for securities misrepresentation.