False Statements. Securities Act Of Study

Misrepresentation under securities laws directly breach the mandatory disclosure system which was regarded as the core system o9f modern securities markets. The purpose of regulating the securities markets is to keep the securities markets stable, orderly and efficient and to provide the public investors comfortable business environments. To reach the goal, it is necessary to establish a complete, continuous mandatory Disclosure system under the securities law, which obligates the issuer to disclose its business and financial information and any other materiel facts relating to the securities listed in the securities markets when it reports to the securities Exchange Commission and to the public investors in issuing the said listed securities, so as to insure the investors to obtain adequate information, to make justified investment judgement . "authenticity, accuracy, adequateness, completeness, and promptness" are the legal standards of the disclosure system, breach any one of these standards will constitute untrue, misleading, or omitted misrepresentation ,and the representor shall bear the relevant civil , administrative ,and \or criminal liabilities. To protect the public investors in the securities market and to improve the market system itself, it is necessary to impose the liability to the misrepresentor , and it is widely adopted methods to regulate the securities market by the governments all over the world. This thesis conduct a systematic study on the untrue, misleading, or omitted misrepresentation relating to the securities laws, and focuses on the major issues as follows: the nature, the basic form, the liability bearer, and the legal liabilities of the misrepresentation under the securities law. This thesis has been divided into five parts. Chapter One reviews the historical evolution of the misrepresentation system relating to the securities law, the concept of it, and its classification. Chapter Two analyzes the nature of the misrepresentation. It is a kind of tortious behavior, which constitutes a criminal one if the situation has serious injured others. The misrepresentation breaches the mandatory disclosure system of securities law and it direct aftermath is to encroach on the right of understanding the relevant information and the property rights of the public investors. Therefore, it is necessary to regulate the misrepresentation and impose the civil, administrative, and \or criminal liabilities to the misrepresentators. The purpose of the misrepresentation system under the securities law is to secure the disclosure system and the legal rights of the public investors. Chapter Three makes detailed study on the basic forms of the misrepresentation. They include untrue statements, misleading statements, omission, and false forecasts. The author introduces the four basic forms respectively, and makes concrete analysis and compare based on the relevant cases. Chapter Four is about the misrepresentors. Compared with the relevant regulations of the U.S.,Japan,and Taiwan etc, the author concludes that there are four kinds of representors: incorporators and issuers, directors and officers of the issuer, underwriters, and professionals such as accountants and attorneys. Then the thesis analyzes and compares these four kinds of representors and their liabilities respectively.Chapter Five studies the legal liabilities of the misrepresentation. The standard of "materiality" is the premise of taking the relevant liabilities. Apart from the administrative ,and \or criminal liabilities, the most important liability that the misrepresentor shall take is the civil liabilities which should reach the goal of compensating the public investors who have suffered losses by investing in the company. The principle of imposing liabilities on the different misrepresentors differs: for the issuer, the principle of non-fault liability shall apply; for the others, it applies the fault-liability. The misrepresentation systems in the western countries are fairly mature, but in...