Lawyers' Civil Liability Of Misrepresentation On The Securities Market

Certified Public Attorneys are functioning as the most important gate -keepers in the process of assuring the quality of information disclosure in the current securities market, in which the information disclosure system has been severely distorted by the flood of misrepresentation. Shocked by a series cases about misstatement, especially the Enron case and the case of " yinguangxia", most countries around the world began to question why there are so many lawyers take part in the misstatement. Facing with this question, and through stating the further investigation of the misrepresentation to the securities market. The author realizes deeply that one of the important reasons causing this situation lies in the legal liability of lawyer is not clear, especially that the civil liability is in default and the liability cost for false audit report is too low. At the same time, the lack of clear professional standards for the lawyer is also the important reason among them. So, strengthen the civil liability to the lawyer and set up perfect written acknowledgement industry rule are playing an essential role whether to safeguard the order of securities market, to protect investor's interests or standardize lawyer's act in the securities market.The thesis through relatively studying, fully use each side experience for reference, probe into especially the relevant problems of setting up and amplify the professional standard and civil liability of industry that holds lawyer.The first section introduced the theory foundation for a lawyer to bear the civil liability of misrepresentation on the securities market. The article started from the introduction of the scope of the lawyer's business scope on the securities market and the nature of the lawyer who work on the securities market. As the lawyer is a professional person, so he has to bear the professional liability. It's the foundation that he holds the civil liability. Because the lawyer's expert rule in our country is not detailed, especially when the lawyer find the client will misrepresent or mightmisstate what should the lawyer do? In this point we can use the experience of the American rule, especially the Sarbanes-Oxley Act and the SEC New Rules. It is only through making clear of the professional liability of the lawyer that the civil liability can be further discussed. For violating the professional liability is the premise for the lawyer to undertake the civil liability.The second part discussed the nature of the civil liability for the lawyer. The writer introduced the three main viewpoints in the world, the one is contract theory, and the second is the infringement duty theory and the third is the third liability theory. Through relatively studying, the writer consider that the contract theory has its inherent relatively limitations, it can't protect the investor's right fully. And the traditional infringement duty theory also has its limitations, it request the investor to demonstrate the fault of the lawyer, so it make very difficult to realize the investor's right. For the third liability theory just develop the traditional infringement duty theory, so it's on necessary to build this theory. Therefore the writer developed the traditional infringement duty theories by lowering the demonstrative degree of the cause and effect and reversing the liability of putting to the proof to perfect the infringement duty theories.The third section expounded the composition of civil liability. Among them it emphatically introduced the proof of the cause and effect and the principle that how should hold the liability. On the cause and effect, the author began to introduce the relatively theory, by lowering the demonstrative degree of the cause and effect which the investor can only demonstrate that he believe the information on the securities market, and then to deduce the cause and effect of the loss. At last the demonstrate liability transfer to the lawyer. On the principle of the blame also adopt the faulted liability principle, but on the demonstrate liability im...