Joint And Several Liability Incurred On Accountants And Lawyers In Securities Misrepresentation In USA

"The protection for investors is the most important part of our work"- this is the first title in the web station of China Securities Regulation Committee, inevitably, the protection for investors is also the chief purpose of the securities legislation. To compensate for the investors who suffer from illegal infraction is one of important means to protect them. The theme of this thesis focuses on the joint and several liability incurred on accountants and lawyers in the case of securities misrepresentation, first introducing the relating laws and practice in USA, then analyzing the Article 161 of Securities Law of PRC.What is stated in the first part of the thesis is the civil liability incurred on accountants for securities misrepresentation in USA, which requires accountants' "intention", and accountants can be exempt from the liability if they can prove due investigation, which has different requirement for "expertised file" and "non-expertised file". The content of the second part incorporates the liability incurred on lawyers for securities misrepresentation in USA, the job difference between accountants and lawyers in securities issuing and trading must be cleared to differentiate their liabilities. Another important problem is that the liability undertaker is who makes the misrepresentation recognized by laws. In the third part, I analyze the expertise joint and several liability by example of accountants, including subjects, contributions, limitation and affects of the liability. Based on what mentioned above, I pay attention to the Article 161 of Securities Law of PRC, and the two problems discussed in the fourth part are the subjects and investigation defense of the joint and several liability for accountants and lawyers.