A Comparative Study On Civil Liability In Stock Market Between U.S.A. And China

The article first introduces current conditions of tort action and investors protection in stock market. After analysing reasons of the infringement, the article points out it is the lack of statute and deviation of legislation thoery that mainly cause the lack of investors protection . By realising the important role of civil liability in stock market and protecting investors, the article concludes it is necessory to establish and fulfill the legal system of civil liability in stock market.In the second parts, the article first defines research objects as followsrthe stock market refers to both issuing market and exchange one;the liable subjects include initiator, issurer, listed company, investor, controller, stock service agency, and intermediary agencies ;the fraud acts in stock market vary from misrepresentation, insider-trading, and manipulation to customer deception. Then the article defines the civil liability in stock market. In the end, the article makes a double sides analysis of the present legal conditions on civil liability in stock market,among these,it mainly introduces the positive effect of a stipulation issued recently by the Supreme Court of China in terms of investors protection.In the third part,the article poses a clear view of civil liability in American stock market hi terms of legal resource,development,different ways of frauding.and revision of civil liability after the Enron incidence, including the Sarbanes-Oxley ActIn the last chapter, the article construes the construction of civil liability in China's stock market from the following aspects: nature of the claim right, doctrine ofliability fixation, law of causality, different act of frauding, quantified subjects, and computation of damages. The frauding act in stock market is an act of tort. According to different action of frauding and subjects involved, the article draws corresponding doctrine of liability fixation, namely the strict liability, presumptive tort liability, and liability for wrongs. The article concludes the actions of tort hi stock market includes misrepresentation, insider-trading, manipulation, custom deception and stock issuing without permissions from authority, subjects claiming compensation refers mainly to investors, also includes all the participants hi stock market. Liable subjects refer to initiator, issuer, controller, insiders, listed company, broke dealer and intermediary agencies.and investors sometimes can be a liable subject as well. As to the definition of joint liability incurred in stock market, the article adopts a objective theory and further propose the allocation of liability among the reliable subject according to different degree of intension and damages. With respect to damages calculation, there are different ways suitable to different action of fraud. This article does not support the idea of expectation damages remedy and punitive damages one in stock market, while it propose a punitive damages by CEO and CFO of listed company in misrepresentation.