Stock Market Disclosure Civil Liability Study

Since established from 1933 securities law of U.S.,information disclosure system has become the cornerstone upon which well-developed securities markets have been built. The Chinese securities market is a developing securities market,so it is imperfect in many aspects,especially hi civil liabilities. The Securities Law provides very abstract stipulations on civil liabilities. As the stipulations are not specific enough,the courts have difficulties applying them. So it is a pity that the legal system hardly provides any real protection for investors,especially the medium and small shareholders. In practice,there have been no successful cases of this type. This encouraged violators to try their luck while eroding investors' confidence in securities investment. To establish and perfect the civil liabilities of information disclosure is the urgent affairs hi China.This thesis amis at making a research on civil liabilities of information disclosure. Based on an investigation of the securities law of various countries,the author,researches the civil liabilities system of information disclosure,analyzes the deficiency of civil liabilities of information disclosure in securities law of PRC and then advances his proposal to improve civil liabilities of information disclosure and protect the interests of investors from the view of substantive and procedural law. The thesis consists of six chapters.Chapter 1 is an introduction,in which the author simply introduces the information disclosure system and the concept of civil liability of information disclosure in this thesis. Since China is transforming from planned economy to market-directed economy,so the establishment and perfection of civil liability system of information disclosure is more important than those countries with mature capital markets. The civil liabilities system is a great help in perfecting the system of the Chinese Securities law,protecting the interests of inventors,fruitful deterring securities market violators,and attracting the foreign capital. The imperfectness of the civil liabilities in the Chinese Securities law is also discussed.Chapter 2 discusses the nature of civil liabilities of information disclosure. The author thinks that though civil liabilities of information disclosure is a kind of contract liability when the contract exists,it is better to be treated as a kind of tort liabilities for the follow reasons:firstly,the foundation for civil liabilities of information disclosure is the breach of legal obligations,not contract obligation;secondly,tort liabilities is more conducive to the protection of investors' interests;thirdly,contract liability is not helpful in establishing a uniform civil liabilities system of information disclosure,because there are no contract exit in securities trading under most of circumstances,in this situation people can only get the protection by tort liabilities;last,tort liabilities is a great help in adhering to the principle of good faith. The civil liability of information disclosure is joint and several liabilities by law,and the range of compensation liability is determined by the obligors' status and function in the process of information disclosure.Chapter 3 discusses the constitution of the civil liabilities of information disclosure. The constitutive requirements of civil liabilities of information disclosure include the tortious activities,subjective fault,losses,the causality between misrepresentation and losses. The tortious activities include false recordings,misleading statements or major omissions. As far as subjective fault is concerned,the issuers should undertake no-fault liability. As for the responsible directors,supervisors,consignees,professional institutions and people,they are applicable to the principle of people responsible for their own errors,but their burden of proof should be in an inverted way,because in comparison with the general investors,they are in advantageous position. However,civil liabilities of information disclosure also should include ground for exem...