Primary Liability And Secondary Liability In U.S. Fedaral Securities Laws

This thesis mainly studies the definition of securities fraud liabilities in the U.S.federal securities laws,specifically the distinction between primary liability and secondary liability and the development of these two concepts.The goal of this research is to provide some guidance for the legislation of securities laws and securities regulation in China,through the exploration of development of U.S.securities laws in this micro-area and analysis of the mechanism of legislation and application of U.S.federal securities laws.The first part introduces the sources of U.S.federal securities laws,particularly the provisions about securities fraud liability,and discovers the primary and secondary liability of securities fraud.The second part explores the treatment of secondary liability in federal courts once it emerged,especially how lower federal courts construe this concept after the supreme court clearly objected to private party's right to sue for secondary liability in securities fraud and then how investors and their lawyers found a new way out-scheme liability,and lastly how did the U.S.government(SEC)and the congress react to Central Bank case.The third party discusses the treatment of scheme liability in federal courts and major setback in supreme court-Stonebridge case which basically denied the existence of scheme liability in securities fraud.then it shows the considerations of different reactions to scheme liability.The fourth part reminds us of the most important context to securities regulation since the promulgation of 1934 Securities Exchange Act-Enron Scandal and the financial crisis since 2008.it compares how did the U.S.react to these in terms of securities regulation,particularly about liability of securities fraud,with the conservatism of the U.S.supreme court.This fourth part analyzes the mechanism of legislation and application of securities laws of U.S.from the micro-perspective of development of the primary liability and secondary liability,featuring the federal-state law binary system,separation of three powers,and the case law tradition.it also introduces a little about the legislation of securities laws and the situation of securities regulation in China and tries to discuss how China could learn from the U.S.in this area.Lastly,this article concludes that the conservatism of US.supreme court plays an indispensable role in this polygonal play of shaping the securities law and the supreme court fails to keep up with the development of capital market and China might shift from transplanting US securities law to being confident and base the legislation in out own experiences.