The Study On Tort Liabilities Of Listed Companies' False Statements

Since 1990 the opening of first stock exchange to now the GEM opening, China securities market has gone through nearly 20 years. Our capital market appears many problems while it is vigorously developing. Along with the number of the listed company sharp increasing, our supervision is lag. Many vicious incidence aggress investors' rights of the market, which seriously damage the image of our capital market and also shake a mass of investors' confidence. The most serious representation is the tort behavior of the false statements in the securities market. Among these false statement principals, the listed companies' infringing is most obvious and the responsibility should be paid is also the most. Therefore, we only state the listed companies' responsibility for infringing, and do not mention the responsibility of the medium institution and other related principals. The securities market is a high knowledge-intensive market, and it has itself complexity. However, the protection right way is even more complex in securities market. In practice, the investors who really maintain their right through litigation are not very much.In academic circles, there are many articles about securities market false statements and research. And their faults are very obvious. Most of these articles are most focus on theoretical research, either having much significance for the practice direction, or not operational. Especially, the infringing responsibility cognizance and damage calculation of the listed company is not clear, unscientific and also not systematic. The thing always directly conducts practice is methodology rather than theory. In view of this, our paper mainly starts from methodology, focusing on the research of the infringing responsibility cognizance and damage calculation of the listed company, enhancing its operational reality. Using the traditional theory to analysis the cases in practice also makes the practice cases to prove the theory. We try our best to make the theory part easy understand and the practice part operational.There are three purposes for writing this paper:first, through the combing and analysis of existing legislation for the listed company false statements, finds the problems in the existing system. Second, through discussion and analysis the main elements of the listed company false statements infringing responsibility, from practical point further clarify the process and method for the false statements infringing responsibility of listed companies, and then provide the reference for investors maintaining their rights. Third, through the analysis and compare of the damage calculation method, conclude and summarize a fair and viable damage calculation method.In this paper, it starts from the concept and character of false statements of listed companies, using the classical cases as introduction, making the main elements of the listed companies'false statements as the main line, integrating with common cognizance problems in practice to discuss. This thesis can be divided into five parts:Part one:Using the Jiangsu international case of Wanfu Su litigation as the introduction, educes the main issue of this thesis, narrating in real life the complexity and existing dispute in the cognizance for infringing false statements of listed companies.Part two:Introducing the concept and character of the infringing false statements of listed companies. First, introduces the listed company disclosure system and then introduces the character and performance of the listed companies' false statements infringing behavior. Makes the reader can grasp the listed companies' false statements infringing in whole.Part three:this is the main part of this paper. It is narrating the elements of listed companies' false statements infringing in detail. First, the illegal behavior of the false statements is discussed. Then, it disserts the damage fact. Third, the causal relationship is narrated. Four, it discusses the subjective fault.Part four:It is another main point——the specific damage calculation. This is the key and difficult point of this paper. It not only involves legal issue, but also relates figures calculation and the method. This part focuses on the manner by illustrating the examples, through the data and charts to explain how to accurately confirm the damage loss of the listed companies' false statements, abstracting the calculation method.Part five:It is the last part of this thesis. It briefly states procedural matters that should pay attention to during the maintain rights cases of listed companies' false statements. This part mainly takes into the consideration of the integrality and operation of application article.