Study On Directors' Civil Liabilities For The Misrepresentation Of Listed Companies

The misstatement of the listed companies jeopardize the stock market information disclosure system and the market economy basis of good faith. It is necessary to pass a stringent system of civil compensation to curb it.But as public companies, the compensation liability beared by listed companies will affected many innocent stakeholders,which is contrary to the principle of fairness.As we all know, the listed companies themselves can't manke a false statement meant, yet the the directors as the business decision makers and managers of the companies still have imperative responsibility for the misstatement. However, limited by the existing civl and merchant structure of law legal system,the issue of the civl responsobility of the directors is still a vexted question in the law circle of our country.Therefore, from the view of safeguarding the healthy development of securities markets and compensating the loss of the investors,it has important practical significance to enhance the study on the issue. This study develops a comprehensive statement on the directors' civl liabilities in the issue of the misstatement made by the listed companies, through comparative argumentation on the theories and legislations of foreign countries in the field of companies law and securities law . I try to put forward my own point on how to improve such responsibility combining with China's legislative practice.Hope to make some contribution to the information disclosure of listed companies. There are four parts to discuss the directors' civil liabilities to the misrepresentation of listed companies.The first part mainly discuss the civil liabilities of listed companies for misrepresentation on the basis of comprehensive analysis of information disclosure system and relevant theories in domestic and international securities markets. It also argues three main functions of civil liabilities beard by the listed companies.The second part states the legal status of directors, as well as directors' liabilities to third party.After Reviewing the major viewpoints on the dierctors' legal status, I proposed it is reasonable to divide directors into two different types ,one is directors as companies institutions ,the other is directors serve as the staff. On this basis,the paper specifically address the content and nature of the directors' civil liability to the third person.After discussing the first two parts,the third part mainly states the directors' civil liability for listed companies' misrepresentation. It regards the nature of civil liability for misrepresentation as tort liability. It holds that directors should bear joint and several liability with listed companies for the investors' loss result of misrepresentation. The nature of the tort is a special tort,and the company has the right to fault the director for recovery. After that ,the paper continues a specific analysis for each of the four elements.In the fourth part,the paper argues the relevent provisions about the directors' civil liabilities for the misrepresentation in the new《Company Law》,《Securities Law》and the two Supreme People's Court judicial interpretations. In the end,the paper made a deep discussion of the realization of civil liability for directors and the directors Liability insurance system.