Study On 14A-9 Rule In Securities Exchange Act Of 1934

It is a big problem for the theoretical and practical issues to identify the causal relationship.Owing to the complex chains of the causality and mixed plaintiff's own factors,in the Securitiy Litigation,it becomes more difficult to identify casual relatonship of the proxy solicitation.The paper from the provision of Anti-Fraud, 14A-9 rule in Securities Exchange Act of 1934,and the author dwells on the theory and practice of the attitude on this issue,it is designed to specify the criteria for identifying causal relationship,and provide a broader international perspective.In the first chapter of this article, the author summerizes the main issues of 14A-9 rule in Securities Exchange Act of 1934 of the United States.Firstly,it brings about the historical background of the 14A-9 rule,and implied civil right.It leads to the principle that ,as long as there is a problem combined the facts with the theory.The ommited facts may make a reasonable shareholder decide how to vote. By the means of comparing with the 10B-5 rule,the standard of the Fault,it defined that the plaintiff of the shareholders should be more secure to take the proof the Negligence,when solicitators conduct the false or misleading statement.By analysing the specific cases in the Security Litigation,the author summerize the succuss and lessons of the application of this rules,and lays the theoretical foundation of the identification of the causality.In the second Chapter,the paper put an emphasis on the rule of the causal relationship identified under the 14A-9 rule, and takes the objects of causality,and elaborates on the beginning and specific the criteria of the determing rules of the causality.From the aspect of the Security Litigation,the United States gradually formed some relatively well-developed theory of the causality,this chapter studys on the first-hand materials of the statutory law and cases of the United States.In the 14A-9 rule in Securities Exchange Act of 1934,it only regulates the compulsory instructions to the information disclosure of the proxy solicitation.There is no express provisions that should be held liability.In order to provide the widespead relief for the shareholders,specially the small shareholders,and to prevent ande suppress the conduct of harming shareholders and offensing the public interests. In the case of J.I.Case v.Borak,the Federal Supreme Court firstly acknowledge the implied civil rights under 14A-9 rule.Like other anti-fraud provisions,the fundational conditions of the solicited accusing of the solicitor,is that there is embraced the important false and misleading and omissions in the content.In the case of Mills v.Auto-Lite Electric Co.,when the Federal judges in the Supreme Court wrote about the causal relationship.He said ,a rational shareholder should decide how to vote in the process,that could be important.In other words, the flaws tend to have a major impact on the voting process.On the basis of retrorespecting the history and summerizing the elements,the author analyses the 14A-9 rule,and put an emphasis on the identification and the burden of the proof,and the difficulties of the application to the Security Litigation.It fully reveal its own feature and involved factors take an important influence on the causality.In the third Chapter,on the basis of the case of the United States jurisprudence,it analyses the learning meaning of 14A-9 rule of causality to our Security Litigation.It introduce the status of China Security Litigation.Currently,there has emerged more than ten cases of the proxy solicitiation.However,due to the lack of the relevant legislation and related civil liability,it must not effectively settle down the problem of identifying the causality.The second part,the author tells the difference between the fact causality and legal causality to analyse the identification of causal relationship in the Security Litigation of the United States,and suggest the improvement of Double Importance standards.According to provide the 14A-9 rule,the two have to be proved.The transative causation may be used to prove the and try to propose our country's rule of the causality.In the fourth Chapter,the author analyses the specific problem of China's Securities Litigation process,and dwells on the things about the access to the court,procedure,identification of the causality,and the burden of proof.The plaintiff in the proceedings to minimize the burden of proof. The author suggest that should improve the legistlation and relative mechanism.The right to claim for damages has always been the legislative weakness in China's Securities Exchange Act.From the legislation,firstly,the Securities Exchange Act should expressively grant the right to take an action,when the false and misleading statements happened.At the same time,in the Proxy Rule,should speculate on the criteria of the false and mialeading statement and regulate the burden of proof of the plaintiff's shareholder and the relief.On the other hand,establishing the environment of the mediation and arbitration systems,and could perfect the mechanisms for achieving civil compansation.Meanwhile,in the Security Litigation,in order to ensure the realization of the compensation,the author suggest that should bring about the insurance system in order to avoid daunting mechanism of the Security Litigation is a practical exploration direction of the system of the proxy solicitation.