The Study On The Civil Liability Of Independent Directors In Securities Misrepresentation In Chinese

Introduced in 2019 as a new "securities law" after the first case,representative lawsuit ‘sig pharmaceutical case’because of its wide scope of the plaintiff,litigation mark high led to several independent director in the sig pharmaceutical company responsible for hundreds of millions of joint and several liability.This sentence to the ‘independent director resigned tide’ at the same time,also to a certain extent,contributed to the2022 the Supreme People’s Court on the infringement of the securities market false statement civil compensation cases of several provisions(hereinafter referred to as the new judicial interpretation in 2022).In view of this,this paper USES the case analysis,comparative analysis.Combing the relevant laws and regulations,judicial interpretations and controversy in the process of the court in such cases,the problems,and fully draw lessons from the beneficial experience of the outside,and then puts forward the introduction of business judgment rule,improve the independent director liability insurance and so on,in order to provide help to legislative practice and judicial practice.Through to the relevant laws and regulations,found in the aspect of legislation present situation,the main legal source has the 2019 new‘securities law’,the new judicial interpretation in 2022.In 2022 the new judicial interpretation is especially important,it is cancelled administrative prepositional procedure of false statement of securities disputes,opening to provisions of the independent director,perfecting the justifications fault recognition rules.Through the use of wei letter first,method and so on legal database retrieval and induction,found in the judicial status quo,on lawsuit shows features are: number of judgment are greatly influenced by ‘securities law’ in 2019,at the same time,the focus of dispute in such cases more focused on major sex determination,the cognizance of causality and the independent directors imputation principle.And problems existing in the present situation is: the first,false statement of fault type has not been refined;Second,the independent director’s defense not specific enough;Third,false statement of joint and several liability is still controversial;Fourth,diligence obligation connotation epitaxial is unclear;Fifth,the representative lawsuit alone dong the heavy responsibility.Aiming at these problems,using the comparative research of foreign experience and beneficial practice has carried on the induction,carding and reference,because the outside false statement in securities on the responsibility of independent director has not with the other directors responsibility strictly distinguish,and basically equal,so this part to a certain extent,draw lessons from the related practice outside directors.Found abroad the business judgment rule of limitation of liability,liability insurance,alone the dong dong alone.It has reference significance to our country.Aiming at these problems,on the base of draw lessons from foreign experience,the following conclusions: first,the refinement of the independent director fault type.Use ‘list + out’ will be a serious breach of duty of care the connotation and denotation of concrete;Second,refinement of the independent director,the justifications clarify the meaning of ‘help’ and ‘professional led or’ extension;Third,improve the independent director’s liability way,using ‘deliberately jointly and severally liable,gross negligence supplement responsibility’;Fourth,the introduction of outside business judgment rule,it is recommended that the transplant American mode;Fifth,improve the system of independent directors responsibility to protect and improve the independent director liability insurance mechanism.