Securities Issued False Statements And Civil Liability

This article is mainly about false statement in issuing securities and corresponding civil liabilities. Centering on civil liability system about information disclosure, the author analyses the defects of civil liability system in securities regulation of China and comes up with constructive advices from the substantive and the procedural point of view to improve our civil liability system about false statement and to protect the interests of investors effectively.This article is divided into five chapters. The first chapter is the introduction, which briefly introduces Chinese securities issuing market and the functions of information disclosure and further puts forward some issues.The second chapter is the concerning forms of information disclosure duties in issuing securities. It discusses different duties of securities issuing subjects including primary subjects and participants in information disclosure and defines the action of false statement including misrepresentation, misleading statement and major omission.The third chapter discusses the subject responsible for false statement in issuing securities, from issuers, sponsors, listed companies, securities underwriters, professional public intermediary organizations to persons responsible in involved units.The fourth chapter focuses on substantive measures of remedies to false statement. First, it is desirable to define the nature of liability about false statement as tortious liability. Second, claimant and rights of claim are based on securities law of China and other relevant provisions. Third, the constitutive elements of a false statement consist of the action of misrepresentation, damages and the casual relation between them, as well as subjective faults. Fourth, the civil liabilities of false statement include rescinding the contract and compensating for the losses.The fifth chapter is about litigation mechanism of false statement. Feasible solutions to improving the system of representative action, as well as some preliminary conception of our litigation guarantee system, have been advanced.