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Study On The Tort Liability Of Misrepresentation Under Securities Law

Posted on:2005-06-16Degree:MasterType:Thesis
Country:ChinaCandidate:Y X XuFull Text:PDF
GTID:2156360125956200Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Misrepresentation under Securities Law directly breaches the Mandatory Disclosure System that was regarded as the core system of modern securities markets. The purpose of regulating the securities markets is to keep the securities markets stable, orderly and efficient and to provide the public investors comfortable business environments. To reach the goal, it is necessary to establish a complete, continuous mandatory Disclosure system under the Securities Law, which obligates the issuer to disclose its business and financial information and any other materiel facts relating to the securities listed in the securities markets when it reports to the securities Exchange Commission and to the public investors in issuing the said listed securities, so as to insure the investors to obtain adequate information, to make justified investment decision. "Authenticity, accuracy, adequateness, completeness, and promptness" are the legal standards of the disclosure system, breach anyone of these standards will constitute untrue, misleading, or omitted misrepresentation. To protect the public investors in the securities market, it is necessary to impose the relevant civil liability to the misrepresentors. This thesis conduct a systematic study on the untrue, misleading, or omitted misrepresentation relating to the Securities Laws, and focuses on the major issues as follows: the legal theory foundation, the liability bearer, the causation and the compensation for misrepresentation.This thesis has been divided into five parts, 46,000 in all.Part One discusses the theoretical foundation of misrepresentation. This part is divided into three basic levels. Among of them, the first concerns the relation between the stock market information and interest of investors. It is point out that it is necessary to impose the relevant civil liability to the misrepresentors in order to protect the interest of investors in the securities market. The second one shows that it is not enough to protect the investors only by contract law. Thirdly, the author's opinions on the theoretical basic of misrepresentation are put forward as follows: the tort liability is more suitable for misrepresentation than contract liability.Part Two is about the misrepresentors and the principle of imposing liabilities. Compared with the relevant regulations of the US, Japan, and Taiwan etc, the authorconcludes that there are four styles of misrepresentors: issuers and sponsors, directors and officers of the issuer, underwriters, and professionals such as accountants and attorneys. Then the thesis analyzes and compares these four kinds of misrepresentors and their liabilities respectively. Accordingly, the principle of imposing liabilities on the different misrepresentors differs: for the issuer, the principle of non-fault liability shall apply; for the others, it applies the fault-liability, but the misrepresentors bear the burden of proof.Part Three makes details study on the misrepresentation. It is composed of three problems. First of all, there are five basic forms of the misrepresentation, such as untrue statements, misleading statements, omission, inappropriate disclosure, and false forecasts. Secondly, it discussed the essential factor of misrepresentation; that is to say, the materiality is the premise of taking the relevant liabilities. Thirdly, it makes a study on the standard of "materiality".Part Four is about the causation. The scholars suggest that our country should adopt the "fraud on the market theory" which is widely adopted to judge the causation by mangy countries. But in china, there is not an efficient securities market which is the basic of "fraud on the market theory". So we can use the "materiality" to judge the causation instead of "fraud on the theory". Otherwise, based on analyzing the rules in china laws, the author pointes out some defects in it.Part Five focuses on the tort liability and compensation for misrepresentation. In this final part, two problems are included. The first is how to calculate the loss. The thesis analyz...
Keywords/Search Tags:Securities Law, Misrepresentation, Tort Liability
PDF Full Text Request
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