Study On The Civil Liability Concerning Disclosure In U.S Securities Law

"No Law has no teeth for the system has the force of law only when it has backing of liability .so are all the objects, purposes and rights in legal forms." Disclosure, the coral system of securities, also needs the guaranty of liability. The civil liability which aims to give restitution and remedy for the damaged civil rights and benefits of the civil subjects is of much importance for guaranteeing the effective operation of disclosure, because the fundamental principles that securities law shall protect the legal rights and benefits of investors on the maximum extent inherently claims that the liability of disclosure mainly be civil liability. The civil liability concerning disclosure in U.S securities law is statutory civil liability, which has its features and has become an increasingly perfect legal system through judicial practice in more than half a century. This dissertation tries to give an exploratory study on the legal basis, constitution requisites and bearing forms of civil liability on the basis of study on the statutory regulation and case law, in order to offer some reference for a more perfect civil liability in China's securities law.This dissertation has five parts. Part 1 is an introduction which put forwards the practical significance of the study on disclosure in U.S securities law.Part 2, the legal basis of the civil liability concerning disclosure, mainly introduces SA ?11 and SA ?12, SEA ?18 and SEA ?14(e), and Rule 10b-5, which have some regulations for civil liability concerning disclosure.Part 3 demonstrates the constitution requisites of civil liability concerning disclosure. In this part, author creatively put forwards the constitution requisites of civil liability concerning disclosure are proper liability subjects, materiality of information and causation on the basis of deep analysis of U.S statutory regulation and case law.Part 4 is about the bearing forms of civil liability. It mainly demonstrates the two cases in which damages will be carried out and liability limits. And it also demonstrates the equitable relief: rescission and injunction.Part 5 gives the enlightenment to China from the civil liability concerning disclosure in U.S securities law. After introducing the present situation of civil liability in China's securities law is of much importance for a perfect civil liability in China's securities law.