A Study On Civil Liability Of Listed Companies' Forecast Information Disclosure

Listed companies have competitive advantages in China's economic operation, they are the source of investment value of the securities market. As the most active participation in the stock market, investors especially small and medium-sized investors are the foundation of the capital markets and its development. And information disclosure is the main communication channel between listed companies and investors, it has great significance to both. Therefore, the information disclosure system gradually turn into the quite important research field of the securities market. However, traditional academic research and judicial practice mostly focus on historic information and ignore the forecast information. But with increased competition and uncertainty, rational investors may find that it's very difficult for them to speculate a listed company's future development only on the basis of its historical information, thus they have great interest in forecast information which directly reflect the future development of the corporation. So forecast information should be an important component of disclosure system. At the same time it is necessary to analysis forecast information's civil liability because it's different from historic information.This dissertation includes three parts. The first part is forecast information, it includes the definition of forecast information, the characteristics of forecast information, international comparison of forecast information's disclosure, the pros and cons of mandatory disclosure and legal location of forecast information disclosure. The second part is civil liability. It includes the theoretical basis of civil liability, the forms of misrepresentation, the standards of materiality in judging misrepresentation, imputation principles between forecast and historic information and the legal transplantation of safe harbor rules. The third part is judicial procedure and remedy. It includes the characteristics of securities civil action, the drawback of present forms of civil action of our country, international comparison of forms of civil action, suggestions on improving forms of civil action, extent of compensation for damages, calculation rules of damages and finally through an example to illustrate the method of calculation.Therefore, this dissertation expecting to offer some new ideas and methods for study on forecast information disclosure. First of all, adding new content and forms of forecast information in accordance with the development and change of China's capital market. Secondly, through economic analysis of law and value method, this article holds that mandatory disclosure is the best choice. Thirdly, based on the characteristics of forecast information, special civil liabilities system especial in constitutive elements and exemption excuses must be given. Finally, putting forward suggestions on perfecting the forms of civil action and introducing weighted averages method and so on of accounting to calculate securities prices. Hope that more attention and thought will be evoked on disclosure of forecast information and its civil liability, and gradually and improving the information disclosure system of the securities market.