Study On Civil Liability Of Intermediary Organ In IPO For Fraud Issue

The new Securities Law has strengthened the responsibilities of intermediary institutions and stipulated the liability principles of some fraudulent issuers.However,regarding the issue of fraudulent IPO issuance,the legal provisions on how to accurately distribute civil compensation liability among intermediary institutions are not clear,and there is no clear judgment standard in judicial practice.In addition,in many fraudulent IPO cases involving intermediary agencies,the issuer is often the only subject to bear the liability.In order to realize the just distribution of IPO fraudulent issuance responsibility and realize the effective relief of investors’ losses,the author takes the issue of IPO fraudulent issuance intermediary civil liability as the theme and focus of the study.First of all,from the theoretical level of intermediary agencies shall bear civil liability in the IPO fraud issue analysis of legitimacy,in clarify the responsibilities of each agency in offering stage and participate in the performance of the fraud issue on the basis of the analysis of the nature of the intermediary institution shall bear civil liability,the second argument in the IPO fraud issue to let the necessity of the intermediary institution shall bear civil liability.Secondly,it sorted out the civil liability system of IPO fraudulent issuing intermediaries outside China,listed the civil liability system of IPO fraudulent issuing intermediaries in the United States,Hong Kong and Japan respectively,and evaluated them,providing reference for the perfection of China’s system.Thirdly,this paper analyzes the current situation and existing problems of the civil liability system of intermediary agencies for IPO fraud,mainly from the perspective of current legislation and judicial judgment.It is concluded that there are some problems in the civil liability system of intermediary institutions,such as imprecise distribution of civil liability between intermediary institutions and other liable subjects,lack of standards for exemption of liability,difficulty in determining the amount of compensation,and increasing difficulty in providing proof for investors in the civil lawsuit of fraudulent issuance.Finally,suggestions are put forward to improve the civil liability system of intermediary institutions for fraudulent IPO issuance.This part is the focus of the study,and suggestions are put forward based on judicial practices outside China and existing institutional problems.First,the mode of civil liability allocation of securities intermediary institutions is improved.In order to avoid subsequent litigation of recovery by intermediary agencies,it is necessary to specify the proportion of recovery between each subject of liability in the judgment.According to the strict joint and several liability rules of the current securities law,each subject of liability should bear joint and several liability in proportion;Second,it is the grounds for exemption.Based on the experience of foreign securities law and the actual situation of China,this section puts forward the exemption of duty of care,the exemption of defects in performance of duty and the exemption of limitations of professional opinions.Then comes the calculation standard of damages.Determining the scope and amount of damages is an important content related to investor protection.It is suggested to choose the weighted average method as the calculation standard of damages on the basis of determining the scope of damages.Third,it is to make up for the ability of investors to provide evidence in the civil litigation of IPO fraudulent issuance.On the premise that the pre-procedure is cancelled,the efficiency of securities lawyers’ investigation and evidence collection should be enhanced,the system of lawyers’ investigation order should be implemented to enhance the ability of investors to provide evidence,and the initial burden of proof of investors should be appropriately reduced to protect investors’ right of action.