Research On The Joint And Several Liability Of Intermediaries In Securities Misrepresentation

The new "Securities Law" clearly implements the registration system in an all-round way,and intermediaries,as the "gatekeepers" of the securities market,take over from the regulatory authorities to control the quality of information disclosure.my country’s "Securities Law" and relevant judicial interpretations require that intermediaries that make false statements apply the principle of presumption of fault and bear joint and several liability for investor losses.According to trial practice,the boundary of civil liability for misrepresentation of intermediary agencies is ambiguous,and there is a dilemma of liability distinction.On the one hand,full joint and several liability is not conducive to the realization of substantial fairness,and it is easy to lead to the collapse of intermediaries;If the responsibility of intermediaries cannot be properly resolved,it will affect the effect of investor protection and the quality of securities market development.The imposition of proportional joint and several liability on intermediaries violates the traditional connotation of joint and several liability,but it is more in line with the principle of equal penalty.This paper analyzes the legal basis for intermediary agencies to assume joint and several liability under the background of the registration system,and studies the liability of intermediary agencies in my country’s misrepresentation disputes by sorting out the judgment cases.In addition to the introduction and conclusion,there are four chapters in the main text.The structure is arranged as follows:The first chapter mainly studies the securities misrepresentation under the information disclosure system.Misrepresentation refers to the securities fraud of the information disclosure obligor,and joint liability is one of the manifestations of civil liability for misrepresentation.Judicial practice shows that the number of civil liability cases for misrepresentation has increased significantly in terms of number,fines,and number of lawsuits.The second chapter mainly studies the legal basis of the joint and several liability of the intermediary agency in the false statement.As far as the normative standpoint is concerned,the "Securities Law" favors joint and several liability,and the judicial interpretation advocates equal punishment.The distribution of joint and several liability is mainly based on the strength of causation and the size of the fault.The information disclosure obligation,duty of care,and diligence of intermediaries are important factors that affect the judgment of the strength of causation and the size of the fault;US securities regulation adopts a "distinguishing model" and investorsProve reasonable reliance to determine civil liability for misrepresentation.The third chapter mainly studies the response and deficiencies of the new "misrepresentation regulations" on the responsibility of intermediaries.Through the comparison of the old and new judicial interpretations,it is found that the new Provisions on False Statements tend to be more rational with regard to the responsibility of intermediaries.It not only expands the scope of the subject of civil liability,but also adds an exemption defense for intermediaries and allows some jointly and severally responsible parties to recover internally.To a certain extent Alleviate the burden on intermediaries.Due to the validity level of judicial interpretations,the new "Misrepresentation Provisions" avoids the dispute over proportional joint and several liability,and the proof logic of the "no fault" of intermediaries is confusing,and the fault in Article 163 of the new "Securities Law" is subdivided into "intentional".” and “negligence”,no corresponding liability consequences have been arranged.The fourth chapter elaborates the suggestions for improving the joint liability of the intermediary agency in the false statement.Strengthening the stratification of fault liability of intermediaries is the premise of improving the determination of the share of joint and several liability of intermediaries.After the new "Misrepresentation Provisions" cancels the administrative pre-procedure,the court needs to change the practice of relying on the decision of administrative penalty,strengthen the independent due diligence investigation,and refine the judgment criteria of the intermediary agency’s intentional,gross negligence,general negligence,and minor negligence.Further clarify the share of liability corresponding to each type of fault,and allow intermediaries with minor negligence to be exempted from liability.Before the issuer and other primary responsible entities fully perform their compensation responsibilities,intermediaries can obtain the right to first perform the defense.