| Under the tide of comprehensively promoting the reform of the registration system,the information disclosure system will play a greater role in the securities market.As a professional institution for verifying issuer information,securities service institutions are the key subjects to improve the quality of information disclosed in the market.How to urge them to better perform their duties through the mechanism of civil liability has become a subject worth studying.Based on the differences between the current "Securities Law" and relevant judicial interpretations,the courts often make securities service agencies bear too strict civil liabilities when adjudicating,causing them to bear greater risk exposure.Under the value concept of strengthening financial supervision and investor protection,the civil liability mechanism of securities service institutions has not played its due effect,but has further reduced the efficiency of supervision and affected the long-term orderly development of the securities market.It is urgent to adjust the existing civil liability mechanism to meet the needs of the times under the reform of the registration system.Combined with the status of the information verifier of the securities service organization,the form of subjective negligence in the joint infringement of false statements,and the difference in liability with the securities company,the securities service organization should assume unreal joint and several liability,which is in line with the information it bears.Indirectness of Discloser’s Status and Liability.However,under the non-real joint and several liability system,the application of rigid joint and several liability is still easy to make the securities service agencies bear the liability for compensation that does not match the liability.For this,it should be improved from the identification of subjective fault elements and the determination of the scope of final liability.In terms of fault identification standards,the essence of the duty of diligence of securities service institutions should be the duty of care of experts.However,due to the vagueness of legal provisions and the deviation of judges’ understanding,the existing fault identification standards show great uncertainty.From the outside,based on the differences in the scope and depth of the investigation,the diligence and due diligence standards of securities service institutions should be lower than those of securities companies undertaking sponsorship responsibilities;from the inside,the objective procedures stipulated in the auditing standards should be used as the judgment to determine the fault of accountants Standards,and due consideration of the inherent limitations of audit work;taking into account the functional positioning of securities lawyers in my country,the scope of investigations of securities lawyers should be moderately narrowed;the standards of due diligence obligations of evaluation agencies should integrate industry practices and judicial review standards.In addition,in individual cases,the court should consider the differences in the subject of securities issuance,the type of securities,and the method of issuance,appropriately adjust the determination standard of due diligence obligations,and make up for the defects in the perspective of post-judicial review by replacing the legality test.With regard to the determination of the ultimate scope of civil liability for false statements by securities service agencies,considering the differences in the subjective faults of securities service agencies for false statements,it is necessary to first construct a typed civil liability,so that securities service agencies can bear it in the event of intentional or gross negligence.Joint and several liability,in the case of general negligence or slight negligence,bear supplementary liability.By drawing on the experience of judicial practice in the United States,in the case of general or slight negligence,judges can refer to the assets of other responsible parties and appropriately adjust the supplementary liability share of securities service agencies within a certain range. |
