Civil Liability For Misrepresentation In Securities

This thesis aims at making a research on civil liabilities of misrepresentation in securities market. By the investigation of theories and demonstration of the civil liabilities and information disclosure system of various countries, the author, analyzes the deficiency of civil liabilities of misrepresentation in securities law of PRC and then advances his proposal to improve civil liabilities of misrepresentation and protect the interests of investors from the view of substantive and procedural law.The thesis consists of three chapters. Chapter 1 discusses how to define the misrepresentation in securities market. In the securities market, the violation of information disclosure obligation constitutes misrepresentation. Misrepresentation includes false representation, misguiding representation, significant pretermission and improper disclosure. In information disclosure, the criterion determining the material of information is a difficult issue in legislation and practice of every country. Another important issue about information disclosure is disclosure of forward-looking information, which, in our country, may be classified into voluntary forward-looking and compulsive development plan of companies.Chapter 2 is the remedies of substantive law of misrepresentation in securities market. This chapter expounds the remedies of substantive law of misrepresentation in securities market from the following aspects: (1) the nature of civil liabilities of misrepresentation. The author thinks that though misrepresentation is a kind of contract liability when the contract exists, civil liabilities of misrepresentation,under most of circumstances, should belong to tort liabilities.(2) Constitutive requirements of civil liabilities of misrepresentation. They include misrepresentation, subjective fault, losses, the causality between misrepresentation and losses. (3) Means of civil liabilities of misrepresentation. It includes revocation of contract and compensation for losses.Chapter 3 discusses procedural mechanism of civil liabilities of misrepresentation in securities market. This chapter mainly analyzes and appraises the regulation of domination, suit way, preceding procedure, accuser and appellee inthe effective procedural mechanism of civil liabilities of misrepresentation in securities market.