| This thesis's main focus is that securities investors, who suffer from securities frauds or dereliction of duties by directors and officers, should have the right to damages through action in court. At present, legal remedies regarding such frauds and breach of duties under China Securities Law and China Corporate Law are far from perfect, and judicial practices in this respect are also very limited. Under this circumstance, the intention of the research is to build a solid theoretical basis of securities investors' remedies, so that the investors can rely on them to bring suit against the wrongdoers. By comparative study and systematic analysis, the author presents many suggestions, both on the legislative and interpretative level, and from the viewpoints of securities law and corporate law. This thesis may help to diminish the academic gaps in this field in China. The subject of investors' legal remedies touches upon many problems in law. The reason why the author selectively concentrates his research on investors' right to action against directors and officers is that: 1. The person who purchases shares is, in the sense of securities law, the investor, and, in the sense of corporate law, the shareholder. Therefore, he may suffer two kinds of damages, one is direct loss arising from the diminution of securities market price; the other is indirect loss arising from the decrease of corporate value. In order to get comprehensive understanding of investors/shareholders' legal remedies system, we should combine securities law with corporate law when carrying out the study.2. The corporation is an artificial person. In fact, it is the directors and officers who determine the conduct of a corporation. Whether the benefits of investors could be protected depends largely upon the action or omission of the directors and officers. The experience in legally developed countries proves that it is conducive to the construction of corporate governance and securities market to make directors and officers bear personal liabilities. Besides Chapter 1, Introduction, and the Concluding Remarks, the content of this thesis can be divided into two parts generally. Part One, consisting of Chapter 2, Chapter 3 and Chapter 4, explores investors' remedies under securities law. This Part focuses on the substantive liabilities of securities fraud. Part Two, consisting of Chapter 5 and Chapter 6, probes investors' remedies under corporate law. Discussion in this Part centers on the shareholder's derivative action and relating issues. In Part One, the author points out that a pertinent feature of our regulatory system of securities market is that administrative penalty and criminal punishment occupy a disproportional importance, while civil liability is being ignored seriously. However, what investors concern most is how to get back the money they have lost, not what kind of disciplinary measure has been taken against the wrongdoer or how many years the wrongdoer has been put into prison. The author further argues that since civil liability has peculiar functions, which can not be replaced by administrative and/or criminal liabilities, such as the liability to make compensation, therefore the liability of directors and officers to compensate their victims should be strengthened. Provisions regarding civil liability of the parties concerned in securities issuance and transaction in China Securities Law have a lot of defects and loopholes. At present stage, private securities action should be encouraged. Through the interaction of judicial practice and academic research, the backward legislation of securities civil liability will be improved gradually. In this area, we can gain the following enlightenment from the "implied private right of action" theory under American securities law, as well as precedents relating to SEC Rule 10b-5:1. If it is in line with the legislative intention, the investor suffering economic losses should have the right to sue the person who violated anti-fr...
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