On The Civil Liability Of The Sponsor In Information Disclosure

Sponsorship is still a new system in our country. People all show great expectations to it. We hope it can help to Standardize the action of issuing securities and protect the legal rights of the investor. However, it is not so perfect as we think. We have to pay attention to the problem of sponsors in violation of regulations or codes of conduct. Thongh there're so many laws in our country to rule the behavior of sponsors, it is still lack of the related provision of the civil responsibility. However, the provision of the civil responsibility is indispensable. This essay takes the civil liability of sponsor's violation as research subject. And tries to give some advise on the perfection of sponsor's civil responsibilities based on the research of developed countries concerning legislations. This essay is totally divided into four parts, in which the third part is the core:In chapter one, I introduce a case that can reflect the sponsor's violation. The current situation of legislation and justice is also concerned. The affair of Qionghua in Jiangsu vibrated the national stock market. It caused people doubt the new sponsorship. The sponsorship has been regulated in Security Law in our country. The sponsor's civil responsibilities has been concerned in the 69th item. The perfection of the sponsor's civil responsibilities means much to the investor.In chapter two, I mainly elaborates the basic theory concerning to the problem. In this part ,I focus on analysing the nature of the responsibility. It can be conclude to a tort liability based on the discussion of its own character. Based on the elaborating of the appearing procession of sponsorship and analyzing the function of this sysdem, I point that it is necessary to implement this system. It is pointed in this essay sponsorship can help to protect the benefits of the investor. It can urge the listed company operate standardly. The essay analyzed the necessity of the civil obligation of sponsor from law and ecnomy.It contribute to the sponsor perform canonically and build up the investor`s confidence to charge the sponsor on civil liability .As far as the nature of civil liability of the sponsor , there are several theories:theory of distinguish,concurrence of the liability of breach and tort ,the liability of tort,statutory liability,and so on.Then we have introduced and analyzed the theroies above.And by doing research on the nature of civil liability and making comparison between breach and tort ,we assent the theory of tort.Because there is no contract or other similars between sponsor and investor,there is no obligation based on contract.On the other hand, the behaviors of the sponsor who against law have offend his statutory obligation in throwing daylight on his information.The kind of behavors is a kind of infringement on the right of investors.In chapter three, I mainly elaborate how to identity the sponsor's responsibility. First of all ,the imputation principle is concerned. I introduce the history and the development of the imputation principle. Basicing on the process in which the readers can know the purpose of each priciple and the legislative orientation of others countries, such as America, England, and Japan, I conclude that we should adopt the understand fault principle. It is a special kind of fault duty. As to the causation, in American tort law they adopt the"division theory". The plaintiff should give evidence to prove the causation in fact and the causation in law. In litigation practice, people always institute legal proceedings according to Rule 10b-5. According to Rule 10b-5, the plaintiff should prove the transaction causation and loss causation. This is similar to the common law. In order to lighten the plaintiff's burden of proof, they usually adopt the presumption of reliance and fraud on the market theory to prove the transaction causation. I think we should learn from America and draw on its experience. We should adopt the materiality standard to prove the causation in fact and the direct result theory to prove the causation in law. In chapter four, I discuss how to make the liability come true from the point of legislation. In order to carry it out, the essay gives advice on the perfection of preprocedure and quomodo.In our opinion,only protect legal rights and interets of most investors fully and timely,can the public`s confidence on invest be held and the principle of equity, fair and open of security law be embodyed.Thus only change the conception to keep the civil liability from the administive liability and criminal liability ,can ensue the aim come ture.So we suggest abolish proceedings of advaced to make investors prosecute freely.Further more,there are obvious limitation on our lawsuit of representative,we should use advaced experience of other countries for reference,and adapot to the rule of"exit indicated-join implied", broaden the sphere of representative,broaden the sphere of application of lawsuit of representative.