Study On The Civil Liability System Of Sponsor

Sponsor system and issue auditing system support the operation of the issuance of securities,they are integral part of the basic system of Companies Applying for Listing.In the registration system,the securities market will rely more on sponsors to act as “gatekeeper”,so it is crucial important to set up a match with the civil liability system about sponsors.Establishing the system of securities supervision on the familiar foundation of the information disclosure system will be irreversible, but the civil law system is not perfect,the provisions of the civil liability of sponsor is more abstract, the scope of responsibility,the burden of proving standards and defenses are not clear,so that all these result on the difficulty for judicatory operation,and improve the "Securities Act" about sponsor of the civil liability system is imperative.For building the Sponsor system that is conformity with the registration system,we need to perfect the Sponsor’s civil liability in Securities Law,and ensure to realize the de-administration.Firstly,the article has combed the sponsor of the civil liability of status and problems, presented the registration system impact of the sponsor of the civil liability.Virtually Sponsor of the civil liability is the tort liability,then the author try to explain its particularity.British,American and other advanced capital stock market,and stock market of Hong Kong SAR that is built upon the foundation registration system,they can provide some useful lessons.Through the analysis and comparison two modes of responsibility and the case of the cross-strait,and set forth to build differentiated responsibilities,strengthen information disclosure obligors and rigid the sponsor institution’s liability.The article is based on the reform toward a registration system, rooted in the basic theory of the Civil Law and the Securities Law,combined with the securities law practice and foreign legislation,at the same time the author uses a new perspective to analysis the sponsor’s civil liability system,and perfects the system in the registration system.On the confirmation of responsibility,the author clearly defined damage reality,causality,fault and illegal acts,and put forward causality identified “two step”and divided the reasonable in the imputation standard.On the responsibility sharing,the article puts forward the standard of internal and external boundary,and the different requirements of different subjects are put forward by the principle of responsibility balance.In the accountability mechanism,the article puts forward to clear the subject status,establish the investor protection association and determine the standard of loss calculation.In order to ensure the implementation of the sponsor system,the paper puts forward a useful attempt to establish the compensation special fund and credit evaluation mechanism.The article intents to improve the sponsor’s civil liability system,and ensure the full implementation of the responsibilities of the sponsor, strengthen the obligation of information disclosure,reduce the information asymmetry between people and investors,ultimately ensure the healthy development of the securities market.