Analysis Of Our Information Disclosure And Civil Liability Regime

Safeguarding lawful rights and interests of investors is the principal aim of securities legislation that depends on many factors to achieve. But most important in all factors is disclosure. The regulation on securities markets in capitalist societies has long been based upon the idea that disclosure is an important mechanism for maintaining the credibility and efficiency of such markets. Security market that its highest aim is "Strong Form" is a credit market. Therefore disclosure is the cornerstone of Chinese Securities Regulation as it is in other countries with mature capital markets. At the same time, disclosure is a system that depends on strict responsibility especially civil responsibility that promotes disclosure to carryout.This dissertation is divided into two parts. Part one including chapter one chapter two introduces the theoretical foundation of the disclosure and Chinese disclosure. Part two including chapter three and chapter four introduces the theoretical foundation of the civil liability of false statement and Chinese regulation.Chapter one introduces the theoretical foundation of disclosure. The basic principles of securities law including "open, fair, just" in which "open" is the key. Disclosure is the direct reflect of the "open "that has notable value of efficiency, equity, and order. Adverse Selection and Efficient Capital Market Hypothesis strongly prove the mandatory disclosure. Both from distinguishing the securities value of the former and from promoting the efficiency of security market of the latter discover the relation between securities and prices that forms the foundation of the mandatory disclosure. But any theories have some defects just as mandatory disclosure has some shortcoming give us many profound inspirations and ideas.Chapter two is a remark about the disclosure of our country. Various law systems have characteristics of inheritance act, that is to say, it relatively match the world trend and have all conditions of a typical disclosure. Because the security market of our country is a newly arisen market .At the same time, being placed in the planned economy to turn toward market economy in our country, many concrete laws beat up the branding of the traditional laws that have still a few shortages. First, security regulatory model reflect the flaw market mechanism. Merits review system has become a form, it is inevitable that full disclosure regulatory systemestablish in China. The management authorities should abandon the section benefits getting away from out excessively detailed procedures of merits review, thus more energy were to take charge of disclosure. "Duality "standard bring out too difficulties to enforce the law in the implement. For the sake of the better protection to investor," Investor Decision "standard is our best choice. Under this standard the scope of disclosure need to open widely, with the demand of the orientation market development. Third, the disclosure rules about transactions between related parties need still further strict.Chapter three mainly inquiries into the theoretical foundation about civil liability of false statement. Among all kinds of sanctions to violating to disclosure rules, most meaningful and most worthily is looking into the civil responsibility that not only can deprive the not appropriate benefits of but also compensate the investment loss of aggrieved party and maintain fair of security market. For valid carrying out this kind of civil responsibility system having its responsibility property settle as tort liability shall be best The contract responsibility and independent responsibility certainly still some defects on the theories and practice. On the composes of civil responsibility of false statement, the key lies in the relation between the causes and effects. American securities legislation that settled up Fraud on the market and Trust theory give good method to resolve the question from which deserve us study and draw lessons .Chapter four is a remark concerning the civil responsibility of false statement in our country. See from the fulfillment of the last few years that we exceeded the material step on the legislation about civil responsibility of false statement. Which expressed from not accepting suit to partly accepting suit. "Supreme People's Court's some provision about civil compensate case because of false statement in security market" draw back the prologue of the case about civil compensate in security market, but that lead to a high hiss. The procedure before accepting and hearing a case establish a big obstacle to investors. Backward litigation mechanism restricts the efficiency and effect when the case was tried. Certainly, the statute breaks through in some degree such as returning responsibility draw lessons from "Trust Principal" which east plaintiffs' burden for offering proofs ,but the provision narrowed the scope of compensate down that still need to make better.