On Contract Obligation Character Of Securities Misconduct

False statement in securities market achieves great attentions in present law research. Tortious Liability Doctrine holds leading place both in theory and practice. The essence of civil obligation for inside trading and market manipulation has been deeply probed but a decisive conclusion never reached. This paper takes a contract liability approach to the civil obligation of the improper dealing mentioned above on the purpose of providing more theoretical choices for a reasonable settlement to securities dispute.The majorities argue for a tortious approach to civil dispute in transaction although which we look upon securities circulation as. The author believes the adoption of tort law but not contract one mostly lies in two aspects, i.e., incomprehensive understanding to particularities of securities transaction, and decreased range of contract due to restricting regulation object of contract law to ordinary fact-to-face trade and replacing the contract in meanings of law with individuals of real life. This article is an experiment for the application of contract theory to securities law through analysis to the civil obligation of false statement, inside trading and market manipulation with a view to securities transaction.In Introduction, the author defines the path and range of research by differentiating shareholder and investor. In Fist Part, the author comments on three doctrines for resolving civil obligation in securities transaction and points out the defect of Tortious Liability Doctrine and Legal Liability Doctrine, and the same time, clears up the misunderstanding to Contract Liability Doctrine. In Second Part, the author focuses on diversified character of securities transaction and demonstrates the existence of securities contract by analyzing centralized transaction process and essential elements of contract. This paper also summarizes on the basic constituent of securities transaction contract through a comparative study with some other legal system in civil law. In Third Part, the author defines the legal character of information liability basis on contract theory, then discusses the civil liability of false statement,inside trading and market manipulation and eventually makes the finally conclusion.By whole-length argumentation, the author believes that a contract approach should be applied in understanding securities transaction and unifying securities law. All market participators need consolidate their senses of contract for a better resolution to security civil disputes.