The Research On The Civil Lawsuit Liability Of Misstatement In Issue Market

Based on the civil lawsuit liability of misstatement in issue market in China, the article laid a strong emphasis on the principal parts system of civil liability. Starting from definition of misstatement in issue market, the article has reviewed the questionable issues in civil lawsuit liability of misstatement in issue market, through analyzing related regulations and real cases with focus in liable part, conducts and ascribing principle. The article also studied more advanced experience in other countries and discussed the possible improve measures in the points of view of procedure law and entity. The article has six chapters excluding the conclusion.Chapter 1 introduced the background, meaning and main content of the research.Chapter 2 described the origin and scope of misstatement in issue market, it also addressed the legal definition of misstatement in issue market (false records, misguiding statements, material omissions and inadequate disclosures).Chapter 3 analyzed the existing situation of issue market in China, and described the facts and reasons that the faultiness of related codes and regulations covering liability of civil lawsuit, including improper guidance of securities business, the defective structure of the securities business system, misleading orientation of securities business is wrong and dubious legislative objective of securities business. Moreover, the article discussed the character of misstatement in issue market.Chapter 4 has defined the principal parts of civil liability in issue market, including ultimate controller, publisher and its executive, sponsors and underwriters and their senior staff, professional service institutes including certified public accountants, lawyers and other security service professionals. Among them, the article focus on the define standard of ultimate controller and disclosing obligation of CPA.Chapter 5 has defined the principles to attribute the liabilities. Ultimate controller is suitable to apply strict liability. Strict liability and liability for understanding fault are suitable for publisher and its director, supervisors and executives respectively, liability for understanding fault is also proper to apply to professional service parties and institutes; underwriter is measured by the liability for understanding fault; sponsors is suitable to apply both principles relying on its doings; Liability with fault is applied to other security service staffs and institutes.Chapter 6 put forward some suggestion to improve the litigating system of misstatement in Issue market, including adopting the actual loss standard define accuser, introducing into group litigation and shareholder derived litigation to perfect litigation mode, adopting assumption trust relation make liability parts quote. This chapter also discussed the demurrer reasons of principal parts involved in misstatement.